Common use of Terms and Conditions of the Offer Clause in Contracts

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreement, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The respective obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, irrevocably accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) pursuant are subject only to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole and absolute discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Merger Sub only with the other Offer Conditionsprior written consent of the Company in its sole and absolute discretion. Purchaser Parent and Merger Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in to the terms and conditions of the Offer not inconsistent with Offer; provided that unless otherwise expressly provided herein or previously approved by the terms of this Agreement; providedCompany in writing (in its sole and absolute discretion), howeverMerger Sub shall not, that without the prior written consent of the Company, Purchaser and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Merger Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Expiration Date (Offer Conditions or any rescheduled Expiration Date) of amend, modify or supplement the Offer, unless this Agreement is terminated including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of the Offer in any manner other than in accordance with the terms of Section 81.01(d).

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the prior satisfaction of the Minimum Condition Condition, the Termination Condition, and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Purchaser to terminate, extend or modify the Offer in accordance with the terms of this Agreement). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Cash Portion Closing Amount or amend the terms of the CVR or the CVR Agreement, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (FG) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Section 1.1(c) or waive the Minimum Condition1.1(d) of this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly shares of Company Common Stock tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Merger Sub only with the other Offer Conditionsprior written consent of the Company. Purchaser Parent and Merger Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Merger Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Merger Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , (v) add to the Expiration Date Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminate, extend or any rescheduled Expiration Date) otherwise amend or modify the expiration date of the Offer, unless this Agreement is terminated Offer in any manner other than in accordance with Section 8the terms of this Agreement.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify, change or waive the Minimum Condition. The , the Termination Condition or the condition set forth in clause (g) of Annex I, (G) terminate the Offer may not be withdrawn prior to or accelerate, extend or otherwise change the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated except in accordance with Section 82.1(c) or Section 2.1(d) or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, to (and of Parent to cause Purchaser to, ) accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable Legal Requirements) of the other conditions set forth in Annex I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Legal Requirements) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Purchaser to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) or (FH) change provide any “subsequent offering period” (or waive any extension thereof) within the Minimum Conditionmeaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, irrevocably accept for paymentpurchase, and pay for, any all Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the prior satisfaction or waiver of the Minimum Tender Condition, the Termination Condition and the satisfaction or waiver of the other conditions set forth in Annex I A (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to (i) increase the Offer Pricetime in its sole discretion to waive, (ii) waive in whole or in part, any Offer Condition and (iii) make any other changes in or modify the terms and conditions of the Offer (including by increasing the Per Share Amount) in each case only (and Merger Sub shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, however, that without the prior written consent of the Company, Purchaser Merger Sub shall not (Ai) decrease reduce the Cash Portion number of Shares subject to the Offer, (ii) reduce the Per Share Amount (except to the extent required pursuant to Section 2.09), (iii) amend, modify, supplement or amend waive the terms Minimum Tender Condition or the Termination Condition, (iv) add to or amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the CVR AgreementOffer in any individual case in any manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub to consummate the Offer, (Bvi) extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.01), (vii) change the form of consideration payable in the Offer, (Cviii) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify provide for any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date “subsequent offering period” (or any rescheduled Expiration Dateextension of any thereof) within the meaning of Rule 14d-11 under the Exchange Act or (ix) take any action (or fail to take any action) that would result in the Merger not being permitted to be effected pursuant to Section 251(h) of the Offer, unless this Agreement is terminated in accordance with Section 8DGCL.

Terms and Conditions of the Offer. The obligations obligation of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for paymentpayment and to pay for any shares of Company Common Stock tendered in the Offer and not withdrawn shall be subject only to: (i) the condition that, and pay forprior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d)), any Shares there be validly tendered (in accordance with the terms of the Offer and not validly withdrawnwithdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any), represent a majority of the sum of (x) pursuant the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock that the Company may be required to issue on or prior to the Closing (regardless of when occurring) as a result of the vesting (including vesting solely as a result of the consummation of the Offer), conversion or exercise of Company Options and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock (including any shares of Company Preferred Stock remaining outstanding), regardless of the conversion or exercise price or other terms and conditions thereof (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. The conditions to the Offer set forth in Annex A hereto (the “Offer Conditions”) are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, in whole or in part, at any time and from time to time, in their sole discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company, in each case subject to the terms and conditions of this Agreement, including Agreement and the prior satisfaction applicable rules and regulations of the Minimum Condition SEC. Parent and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent Company in writing (in its sole discretion), neither Parent nor Merger Sub may make any change to the terms or conditions of the Company, Purchaser shall not Offer that (Ai) decrease decreases the Cash Portion or amend the terms of the CVR AgreementOffer Price, (Bii) change changes the form of consideration payable to be paid in the Offer, (Ciii) decrease reduces the maximum number of Shares shares of Company Common Stock sought to be purchased in the Offer, (Div) impose imposes conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of conditions to the Offer Conditions set forth in a manner Annex A hereto or modifies the conditions set forth in Annex A hereto in any way that adversely affects any holder is materially adverse to the holders of Shares in its capacity as such Company Common Stock, or (Fv) change amends or waive waives the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations obligation of Purchaser to, Merger Sub to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Purchaser to, Merger Sub to accept for paymentpayment and to pay for any Shares tendered) in the Offer shall be subject only to: (i) the condition that, prior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d)), there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of Shares that, together with the Shares then owned by Parent and Merger Sub (if any), and pay forwithout giving effect to any treasury shares of Common Stock, any Shares validly tendered represents more than fifty percent (and not validly withdrawn50%) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Adjusted Outstanding Share Number (the “Minimum Condition Condition”); and the satisfaction or waiver of (ii) the other conditions set forth in Annex I A hereto (collectivelytogether with the Minimum Condition, the “Tender Offer Conditions”). The conditions to the Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this AgreementAnnex A hereto are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, including in whole or in part, at any time and from time to time, in their sole discretion, other than the Minimum Condition Condition, which may be waived by Parent and Merger Sub only with the other Offer Conditionsprior written consent of the Company. Purchaser Parent and Merger Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent Company in writing, neither Parent nor Merger Sub may make any change to the terms or conditions of the Company, Purchaser shall not Offer that (A) decrease decreases the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change changes the form of consideration payable to be paid in the Offer, (C) decrease reduces the maximum number of Shares sought to be purchased in the Offer, (D) impose imposes conditions or requirements to the Offer in addition to the conditions to the Offer Conditionsset forth in Annex A hereto, (E) amend amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offer, (F) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(d), (G) amends or modify waives the Minimum Condition, or (H) otherwise amends any other term or condition of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Condition. The Offer may not be withdrawn prior adverse to the Expiration Date (or any rescheduled Expiration Date) holders of the Offer, unless this Agreement is terminated in accordance with Section 8Shares.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, howeverthat unless otherwise provided by this Agreement, that without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change amend, modify or waive the Minimum Condition or the Termination Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d‑11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 88.1.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, as they may be amended in accordance with the terms of this Agreement, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right right, in its sole discretion, to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the OfferOffer (other than by adding additional consideration (and solely with respect to any such additional consideration)), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for paymentpurchase, and pay for, any all Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent waiver is permitted under applicable law) of the other conditions set forth in Annex I (collectivelySection 15 — “Conditions of the Offer.” The conditions to the Offer are for the sole benefit of Parent and Purchaser, and Parent and Purchaser may waive, in whole or in part, any condition to the “Offer Conditions”). The Offer shall be made by means of an offer at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Tender Condition or the Termination Condition, which, in the case of the Minimum Tender Condition, may be waived by Parent and Purchaser with the prior written consent of the Company. Parent and Purchaser expressly reserve the right, at any time to waive, in whole or in part, any Offer condition (other than the Minimum Tender Condition and the other Offer Conditions. Purchaser expressly reserves the right Termination Condition), to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in Price or modify the terms and conditions of the Offer Offer, in each case only in a manner not inconsistent with the terms of this Merger Agreement; provided, however, except that Parent and Purchaser are not permitted (without the prior written consent of the Company, Purchaser shall not ) to (Ai) decrease reduce the Cash Portion or amend number of Shares subject to the terms of the CVR AgreementOffer, (Bii) reduce the Offer Price or change the form of consideration payable in pursuant to the Offer, (Ciii) decrease change, amend, modify or waive the maximum number of Shares sought Minimum Tender Condition, (iv) add to be purchased in the Offer conditions or impose any other conditions or requirements on the Offer, (Dv) impose conditions change, amend, modify or requirements to the supplement any existing Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions condition in a manner that adversely affects is adverse in any holder respect to the holders of Shares or that would, individually or in its capacity the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or the Merger (except to effect an extension to the Offer to the extent expressly permitted the Merger Agreement or to validly terminate the Merger Agreement in accordance with Article VII of the Merger Agreement) or impair the ability of Parent or Purchaser to TABLE OF CONTENTS consummate the Offer, (vi) except as such otherwise required or expressly permitted by the Merger Agreement, extend or otherwise change, amend or modify the Offer Expiration Time, (vii) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act, (viii) terminate the Offer or (Fix) change otherwise change, amend, modify or waive supplement the Minimum ConditionOffer in any manner adverse to the holders of Shares or in any manner that delays, interferes with, hinders or impairs the consummation of the Offer. The Subject to certain exceptions in the Merger Agreement, the Offer may not be terminated or withdrawn prior to its scheduled Offer Expiration Time (as extended and re-extended in accordance with the Expiration Date (or any rescheduled Expiration Date) of the OfferMerger Agreement), unless this the Merger Agreement is terminated in accordance with Section 8Article VII of the Merger Agreement.

Terms and Conditions of the Offer. The obligations obligation of Purchaser to, Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered (and the obligation of Parent to cause Purchaser to, Merger Sub to accept for paymentpayment and to pay for any shares of Company Common Stock tendered) in the Offer and not withdrawn shall be subject only to: (i) the condition that, and pay forprior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d) hereof), any Shares there be validly tendered (in accordance with the terms of the Offer and not validly withdrawnwithdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and any of its Subsidiaries, including Merger Sub (if any), is equal to or greater than 48,282,192 shares of Company Common Stock, plus fifty percent (50%) of any Equity Interests of the Company granted or issued after August 31, 2010 (other than pursuant to the Offer are subject to exercise of Company Options, Company Restricted Stock Units or the Company Warrant, in each case existing on August 31, 2010 on the terms in effect on such date) (the “Minimum Condition”); and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of (ii) the other conditions set forth in Annex I (collectively, the “Offer Conditions”)A hereto. The conditions to the Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this AgreementAnnex A hereto are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, including in whole or in part, at any time and from time to time, in their sole discretion, other than the Minimum Condition Condition, which may be waived by Parent and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent Merger Sub only with the terms of this Agreement; provided, however, that without the prior written consent of the Company, Purchaser shall not in each case on the terms and subject to the conditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, neither Parent nor Merger Sub may take any action or make any change to the terms or conditions of the Offer that (A) decrease decreases the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change changes the form of consideration payable to be paid in the Offer, (C) decrease reduces the maximum number of Shares shares of Company Common Stock sought to be purchased in the Offer, (D) impose imposes conditions or requirements to the Offer in addition to the conditions to the Offer Conditionsset forth in Annex A hereto, (E) amend or modify any of extends the Offer Conditions other than in a manner that adversely affects any holder of Shares pursuant to, and in its capacity as such accordance with, Section 2.1(d) or (F) change amends or waive waives the Minimum Condition. The Condition or amends any of the terms of the Offer may not be withdrawn prior in any manner adverse to the Expiration Date (Company Shareholders, except for any amendment required to be made to be in compliance with any rule, regulation, interpretation or any rescheduled Expiration Date) position of the Offer, unless this Agreement SEC or its Staff which amendment is terminated not adverse in accordance with Section 8any material respect to the Company Shareholders.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including Agreement and the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex I Exhibit A (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to (i) increase the Offer Price, (ii) time in its sole discretion to waive any Offer Condition and (iii) make any other changes in or modify the terms and conditions of the Offer (including by increasing the Per Share Amount), in each case only in a manner not inconsistent with the terms of this Agreement; provided, howeverexcept that, that without the prior written consent of the Company, Purchaser Merger Sub shall not (Ai) decrease reduce the Cash Portion number of Shares subject to the Offer, (ii) reduce the Per Share Amount, (iii) amend, modify or amend waive the terms Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition or any other term of the CVR AgreementOffer in any manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub to consummate the Offer, (Bv) extend or otherwise change the Offer Expiration Time (except as required or permitted by the other provisions of this Section 2.01), (vi) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (Fvii) change or waive the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date provide for any “subsequent offering period” (or any rescheduled Expiration Dateextension thereof) within the meaning of Rule 14d-11 under the Offer, unless this Agreement is terminated in accordance with Section 8Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser and Parent expressly reserves reserve the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, howeverthat unless otherwise provided by this Agreement, that without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 88.1.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser Merger Sub and Parent expressly reserves reserve the right (in their sole discretion) to (i) increase the Offer Price, (ii) waive any Offer Condition (other than the Minimum Condition and the Termination Condition) and (iii) make amend, modify or supplement any of the other changes in the terms and or conditions of the Offer prior to the Offer Acceptance Time to the extent not inconsistent with the terms of this Agreement; provided, howeverthat unless otherwise provided by this Agreement, that without the prior written consent of the Company, Purchaser neither Parent nor Merger Sub shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares shares of Company Common Stock sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that would adversely affects affect any holder of Shares shares of Company Common Stock in its capacity as such any material respect or that would, individually or in the aggregate, reasonably be expected to prevent or delay beyond the End Date the consummation of the Offer or have a Parent Material Adverse Effect (except to effect an extension of the Offer to the extent expressly permitted or required by this Section 2.1), (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act. The Offer may not be terminated or withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 88.1.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves the right to (i) increase the Offer Price, Price or (ii) waive any Offer Condition (other than the Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementTermination Condition); provided, howeverthat unless otherwise provided by this Agreement, that without the prior written consent of the Company, Purchaser neither Parent nor Merger Sub shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that would, or would reasonably be expected to, adversely affects affect any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions (except to effect an extension of the Offer to the extent expressly permitted or required by this Section 1.1), (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated or withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 88.1.

Terms and Conditions of the Offer. The obligations of Purchaser Acquisition Sub to, and of Parent to cause Purchaser Acquisition Sub to, accept for payment, and pay for, any Shares validly shares of Company Common Stock tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall Conditions are for the sole benefit of Parent and Acquisition Sub, and may be made asserted by means of an offer Parent and Acquisition Sub or waived by Parent or Acquisition Sub, in whole or in part, at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Acquisition Sub only with the other Offer Conditionsprior written consent of the Company. Purchaser Parent and Acquisition Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Acquisition Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Acquisition Sub to, (Bi) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , (v) add to the Expiration Date Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to any holder of Company Common Stock, (vi) terminate the Offer or any rescheduled Expiration Date) extend or otherwise amend or modify the expiration date of the Offer, unless Offer in any manner other than in compliance with the terms of this Agreement is terminated in accordance with Section 8or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms and conditions of the Offer set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to (i) increase the Offer Pricetime in its sole discretion to waive, (ii) waive in whole or in part, any Offer Condition and (iii) make any other changes in or modify the terms and conditions of the Offer (including by increasing the Per Share Price), in each case, only (and Merger Sub shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, howeverexcept that, that for the avoidance of doubt, without the prior written consent of the Company, Purchaser Merger Sub shall not (Ai) decrease reduce the Cash Portion number of shares of Company Common Stock subject to the Offer, (ii) reduce the Per Share Price, (iii) directly or amend indirectly amend, modify, supplement or waive the terms Minimum Condition or the Termination Condition, (iv) directly or indirectly amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the CVR AgreementOffer in any individual case in any manner that is adverse to the holders of shares of Company Common Stock or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent, Merger Sub or the Company to consummate the Offer or the Merger, (Bvi) terminate the Offer or accelerate, extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.1), (vii) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (Fviii) change or waive the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date provide for any “subsequent offering period” (or any rescheduled Expiration Dateextension thereof) within the meaning of Rule 14d-11 promulgated under the Offer, unless this Agreement is terminated in accordance with Section 8Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser Sub to, and of Parent to cause Purchaser Sub to, accept for payment, and pay for, any Shares validly shares of Company Common Stock tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “"Offer Conditions”"). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Sub only with the other Offer Conditionsprior written consent of the Company. Purchaser Parent and Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , (v) add to the Expiration Date Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to the holders of Company Common Stock, (vi) terminate, extend or any rescheduled Expiration Date) otherwise amend or modify the expiration date of the OfferOffer in any manner other than in compliance with the terms of this Agreement, unless this Agreement is terminated (vii) provide any "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act or (viii) otherwise amend, modify or supplement any of the terms of the Offer in accordance with Section 8any manner adverse to the holders of Company Common Stock.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the prior satisfaction of the Minimum Condition, the Termination Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent Offer, so long as such changes are consistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, (1) Parent and Purchaser shall not amend, modify or waive the Minimum Condition and (2) without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Termination Condition or the condition set forth in clause (f) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer Conditions in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares (other than Parent and its Affiliates) in its capacity as such such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) or (FH) change provide any “subsequent offering period” (or waive any extension thereof) within the Minimum Conditionmeaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer), unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly shares of Company Common Stock tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which is non-waivable and the other Offer Conditionsmay not be amended or modified. Purchaser Parent and Merger Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing (in its sole and absolute discretion), Purchaser Merger Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Merger Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease amend, modify or waive the maximum number of Shares sought to be purchased in the OfferMinimum Tender Condition, or amend, modify or waive clauses (b), (Dc)(i) impose conditions or requirements to the Offer in addition to (c)(ii) of the Offer Conditions, (Ev) amend add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner that is or would reasonably be expected to be adverse to the Unaffiliated Stockholders, or (vi) terminate, accelerate, limit or extend the expiration date of the Offer Conditions in a any manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated other than in accordance with the terms of Section 81.01(d).

Terms and Conditions of the Offer. The obligation of Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered) in the Offer and not withdrawn shall be subject only to: (i) the condition that, at the then scheduled expiration of the Offer (as it may be extended from time to time pursuant to Section 2.1(d) hereof), there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any) represents more than sixty-six and two-thirds percent (66- 2/3%) of the sum of (x) the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock that the Company may be required to issue on or prior to the Closing as a result of the conversion or exercise of Company Options, Company Stock Units and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, payment any Shares validly tendered (and not validly withdrawn) shares of Company Common Stock pursuant to the Offer shall be subject only to the Minimum Condition and those conditions to the Offer set forth in Annex A hereto. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, in whole or in part, at any time and from time to time, in their sole discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company, in each case subject to the terms and conditions of this Agreement, including Agreement and the prior satisfaction applicable rules and regulations of the Minimum Condition SEC. Parent and Merger Sub expressly reserve the satisfaction or waiver of the other conditions set forth in Annex I (collectivelyright, the “Offer Conditions”subject to Sections 2.1(d) and 2.1(g). The Offer shall be made by means of an offer , to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of to the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser neither Parent nor Merger Sub shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable to be paid in the Offer, (C) decrease reduce the maximum number of Shares shares of Company Common Stock sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the conditions to the Offer Conditionsset forth in Annex A hereto, (E) amend or modify any of extend the Offer Conditions other than in a manner that adversely affects any holder of Shares pursuant to, and in its capacity as such or accordance with, Section 2.1(d), (F) change amend or waive the Minimum Condition. The Condition or (G) amend any of the terms and conditions of the Offer may not be withdrawn prior in any manner adverse to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8Company Shareholders.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, howeverthat unless otherwise provided by this Agreement, that without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change amend, modify or waive the Minimum Condition or the Termination Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 88.1.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to (i) increase the waive, in whole or in part, any Offer PriceCondition, (ii) waive any Offer Condition and increase the Per Share Price or (iii) make any other changes in otherwise modify the terms and conditions of the Offer only (and Merger Sub shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, howeverexcept that, that without the prior written consent of the Company, Purchaser Merger Sub shall not (Ai) decrease reduce the Cash Portion number of shares of Company Common Stock sought to be purchased in the Offer (other than in each case an adjustment made pursuant to Section ‎2.1(i)), (ii) reduce the Per Share Price (other than in each case an adjustment made pursuant to Section ‎2.1(i)), (iii) amend, modify, supplement or amend waive the terms Minimum Condition or the Termination Condition, (iv) directly or indirectly amend, modify or supplement any Offer Condition, (v) amend, modify or supplement any other term of the CVR AgreementOffer in any manner that is or would reasonably be expected to be adverse to the holders of shares of Company Common Stock in their capacities as such, (Bv) amend, modify or supplement any term of the Offer in any individual case that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub or the Company to consummate the Offer or the Merger, (vi) terminate the Offer (unless this Agreement is terminated in accordance with Section ‎8.1), accelerate, extend or otherwise change the Offer Expiration Time (in each case, except as expressly required or permitted by the other provisions of this Section ‎2.1), (vii) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (Fviii) change or waive the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date provide for any “subsequent offering period” (or any rescheduled Expiration Dateextension of any thereof) within the meaning of Rule 14d-11 promulgated under the Offer, unless this Agreement is terminated in accordance with Section 8Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects affects, or could reasonably be expected to adversely affect, any holder of Shares or that could, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations obligation of Purchaser to, Merger Sub to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Purchaser to, Merger Sub to accept for paymentpayment and to pay for any Company Shares tendered) in the Offer shall be subject only to (i) the condition that, prior to the then scheduled Expiration Date of the Offer (as it may be extended from time to time pursuant to Section 1.1(d)), there be validly tendered and not withdrawn a number of Common Shares that, together with the Common Shares then owned by Parent and Merger Sub (if any), and pay forwithout giving effect to any Common Shares held in treasury, any represents more than 50% of the Adjusted Outstanding Share Number as of immediately prior to the Merger Sub’s acceptance for payment of the Company Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to (the terms “Minimum Condition”), and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of (ii) the other conditions set forth in Annex I (collectively, on Exhibit B. The conditions to the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth on Exhibit B are for the sole benefit of Parent and Merger Sub and may be waived by Parent or Merger Sub, in this Agreementwhole or in part, including at any time and from time to time, in their sole discretion; provided that the Minimum Condition may be amended or waived by Parent or Merger Sub only with the prior written consent of the Company. Parent and the other Offer Conditions. Purchaser Merger Sub expressly reserves reserve the right to (i) increase the Common Offer Price, (ii) waive any Price or the Series D Offer Condition and (iii) Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless previously approved by the prior written consent Company in writing, neither Parent nor Merger Sub may make any change to the terms or conditions of the Company, Purchaser shall not Offer that (A) decrease decreases the Cash Portion Common Offer Price or amend the terms of the CVR AgreementSeries D Offer Price (other than any adjustment made pursuant to Section 1.1(c)), (B) change changes the form of consideration payable to be paid in the Offer, (C) decrease reduces the maximum number of Common Shares or Series D Shares sought to be purchased in the Offer, (D) impose imposes conditions or requirements to the Offer in addition to the Offer Conditionsthose set forth on Exhibit B, (E) amend or modify any of amends the conditions to the Offer Conditions in a manner that adversely affects any holder set forth on Exhibit B so as to broaden the scope of Shares in its capacity as such conditions to the Offer, or (F) change reduces the time period during which the Offer shall remain open or waive extends the Minimum Condition. The Offer may not be withdrawn prior in any manner other than pursuant to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated and in accordance with the terms of Section 81.1(d), or otherwise amends any other term or condition of the Offer in a manner adverse to holders of Company Shares.

Terms and Conditions of the Offer. The obligations of Purchaser Acquisition Sub to, and of Parent to cause Purchaser Acquisition Sub to, accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered (and not validly withdrawn) properly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I A (collectively, the “Offer Conditions”). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Acquisition Sub only with the other Offer Conditionsprior written consent of the Company. Purchaser Parent and Acquisition Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Acquisition Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Acquisition Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The , (v) add any Offer may not be withdrawn prior Condition or amend, modify or supplement any Offer Condition in a manner adverse to the Expiration Date any holder of Company Common Stock, (or any rescheduled Expiration Datevi) of terminate the Offer, unless or extend or otherwise amend or modify the expiration date of the Offer in any manner other than in compliance with the terms of this Agreement or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, unless, in the case of this clause (vii), the exercise of the Top-Up would be insufficient to cause Parent to reach the Short-Form Threshold or the Top-Up is terminated in accordance with Section 8otherwise held by a court of competent jurisdiction to be unenforceable or is enjoined by such court.

Terms and Conditions of the Offer. The obligations of Purchaser Acquisition Sub to, and of Parent to cause Purchaser Acquisition Sub to, accept for payment, payment and pay for, any Shares validly for shares of Company Common Stock tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Acquisition Sub only with the other Offer Conditionsprior written consent of the Company. Purchaser Parent and Acquisition Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Acquisition Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Acquisition Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , (v) add to the Expiration Date Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to any holder of Company Common Stock, (or any rescheduled Expiration Datevi) of terminate the Offer, unless or extend or otherwise amend or modify the expiration date of the Offer in any manner other than in compliance with the terms of this Agreement is terminated Agreement, (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, or (viii) take any action inconsistent with Exchange Act Rule 14d-10 or any other applicable Law or Order. Each holder of shares of Company Restricted Stock may tender pursuant to the Offer all, but not fewer than all, shares of Company Restricted Stock owned by them and, if validly tendered and accepted for payment, the forfeiture restrictions pertaining thereto shall terminate immediately upon AGREEMENT AND PLAN OF MERGER acceptance for payment, and all such shares so tendered and accepted shall be entitled to receive the Offer Price as payment therefor. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in accordance with Section 8the Offer.

Terms and Conditions of the Offer. The obligations obligation of Purchaser to, Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered (and the obligation of Parent to cause Purchaser to, Merger Sub to accept for paymentpayment and to pay for any shares of Company Common Stock tendered) in the Offer and not withdrawn shall be subject only to: (i) the condition that, and pay forprior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d) hereof), any Shares there be validly tendered (in accordance with the terms of the Offer and not validly withdrawnwithdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any) pursuant represents a majority of the sum of (x) the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock which the Company may be required to issue as of such date upon the vesting (including vesting solely as a result of the consummation of the Offer are subject or the Merger), conversion or exercise of all Company Options, Company Restricted Stock Units and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock, regardless of the conversion or exercise price or other terms and conditions of this Agreement, including thereof (the prior satisfaction of the “Minimum Condition Condition”); and the satisfaction or waiver of (ii) the other conditions set forth in Annex I (collectively, the “Offer Conditions”)A hereto. The conditions to the Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this AgreementAnnex A hereto are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, including in whole or in part, at any time and from time to time, in their sole discretion, other than the Minimum Condition Condition, which may be waived by Parent and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent Merger Sub only with the terms of this Agreement; provided, however, that without the prior written consent of the Company, Purchaser shall not in each case on the terms and subject to the conditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms or conditions of the Offer that (A) decrease decreases the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change changes the form of consideration payable to be paid in the Offer, (C) decrease reduces the maximum number of Shares shares of Company Common Stock sought to be purchased in the Offer, (D) impose modifies the Offer or the conditions of the Offer in a manner adverse to the stockholders of the Company or requirements imposes conditions to the Offer in addition to the conditions to the Offer Conditionsset forth in Annex A hereto, (E) amend or modify any except as provided in Section 2.1(d), extends the expiration time of the Offer Conditions in a manner that adversely affects any holder beyond the initial expiration time of Shares in its capacity as such the Offer, or (F) change amends or waive waives the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser Acquisition Sub to, and of Parent to cause Purchaser Acquisition Sub to, accept for payment, and pay for, any Shares validly shares of Company Common Stock tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I A (collectively, the “"Offer Conditions”"). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Acquisition Sub only with the prior written consent of the Company, and may be asserted by Parent or Acquisition Sub regardless of the circumstances giving rise to any such conditions other Offer Conditionsthan as a result of a breach by Parent or Acquisition Sub. Purchaser Parent and Acquisition Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Acquisition Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Acquisition Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , (v) add to the Expiration Date Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to any holder of Company Common Stock, (vi) terminate the Offer, or any rescheduled Expiration Date) extend or otherwise amend or modify the expiration date of the Offer, unless in any manner other than in compliance with the terms of this Agreement is terminated or (vii) except as provided in accordance with Section 82.1(d), provide any "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser Sub to, and of Parent to cause Purchaser Sub to, accept for payment, and pay for, any Shares validly shares of Company Common Stock tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, including other than the Minimum Condition Tender Condition, which may be waived by Parent and Sub only with the other Offer Conditionsprior written consent of the Company. Purchaser Parent and Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Price or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Sub shall not, and Parent shall not (A) decrease the Cash Portion or amend the terms of the CVR Agreementpermit Sub to, (Bi) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , (v) add to the Expiration Date Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to the holders of Company Common Stock, (vi) terminate, extend or any rescheduled Expiration Date) otherwise amend or modify the expiration date of the OfferOffer in any manner other than in compliance with the terms of this Agreement, unless this Agreement is terminated (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (viii) otherwise amend, modify or supplement any of the terms of the Offer in accordance with Section 8any manner adverse to the holders of Company Common Stock.

Terms and Conditions of the Offer. The obligations of Purchaser to, to (and of Parent to cause Purchaser to, ) accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable Legal Requirements) of the other conditions set forth in Annex I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Priceamount of cash constituting the Cash Amount and/or the Milestone Payment, (ii) add additional milestone payments and additional milestones solely with respect to additional milestone payments to the CVRs and the CVR Agreement, (iii) waive any Offer Condition (to the extent permitted under applicable Legal Requirements) and (iiiiv) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Cash Portion Amount or amend the terms amount of the CVR AgreementMilestone Payment, (B) change the form of consideration payable in the OfferOffer (provided that nothing herein shall limit the ability of Parent and Purchaser to increase the Cash Amount or the Milestone Payment or add additional milestone payments or additional milestones solely with respect to additional milestone payments to the CVRs and the CVR Agreement), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer Conditions in a manner that adversely affects affects, or would reasonably be expected to adversely affect any holder of Shares in its capacity as such such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d), (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act or (FI) change amend or waive modify the Minimum Conditionterms of the CVR or the CVR Agreement other than to increase the amount of the Milestone Payment or to add additional milestone payments or additional milestones solely with respect to additional milestone payments. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the OfferOffer without the prior written consent of the Company, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. Each of Parent and Purchaser shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions of this Agreement. The obligations of Purchaser to, and of Parent to cause Purchaser to, irrevocably accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (that is disseminated to all of the “Offer holders of Shares pursuant to Purchase”) that the Exchange Act and contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer ConditionsConditions (the “Offer to Purchase”). Purchaser expressly reserves the right to to: (i) increase the Offer Price, ; (ii) waive any Offer Condition (other than the Minimum Condition, the Termination Condition or conditions (d) (to the extent such waiver would reasonably be expected to adversely affect the Company’s stockholders, directors or officers or require rescission of the transactions contemplated hereby under applicable Antitrust Laws) or (f) (to the extent such order or injunction applies against the Acquired Corporations or their respective directors or officers) set forth in Annex I); and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided. Notwithstanding anything to the contrary contained in this Agreement, however, that without the prior written consent of the CompanyCompany in its sole and absolute discretion, Parent and Purchaser shall not not: (A) decrease the Cash Portion or amend Offer Price other than in the terms of the CVR Agreement, manner required by Section 1.1(g); (B) change the form of consideration payable in the Offer, ; (C) decrease the maximum number of Shares sought to be purchased in the Offer, ; (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, ; (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) amend, change or waive the Minimum Condition. The Offer may not be withdrawn prior , the Termination Condition or conditions (d) (to the extent such amendment, change or waiver would reasonably be expected to adversely affect the Company’s stockholders, directors or officers or require rescission of the transactions contemplated hereby under applicable Antitrust Laws) or (f) (to the extent such order or injunction applies against the Acquired Corporations or their respective directors or officers) set forth in Annex I; (F) except as provided in Sections 1.1(c) or 1.1(d), terminate the Offer or accelerate, extend or otherwise change the Expiration Date Date; (G) provide any “subsequent offering period” (or any rescheduled Expiration Dateextension of such “subsequent offering period”) within the meaning of Rule 14d-11 promulgated under the Exchange Act; or (H) otherwise modify or amend any of the Offerterms or conditions of the Offer in a manner that adversely affects, unless this Agreement is terminated in accordance with Section 8or reasonably could be expected to adversely affect, any holder of Shares.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition, the Termination Condition and the satisfaction or waiver of the other conditions set forth in Annex I Exhibit B (collectivelythe Minimum Tender Condition, the Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and or (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, Purchaser neither Parent nor Merger Sub shall not (A) decrease reduce the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change waive, amend or modify the form of consideration payable in Minimum Tender Condition or the OfferTermination Condition, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer ConditionsConditions or amend, modify or supplement any Offer Condition in a manner adverse to the holders of the Shares, (D) except as otherwise provided in Section 1.1, extend or otherwise amend or modify the Expiration Time of the Offer, (E) amend or modify any of terminate the Offer Conditions other than in a manner that adversely affects any holder of Shares in its capacity as such or accordance with this Agreement, (F) change or waive the Minimum Condition. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) form of consideration payable in the Offer, unless (G) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, or (H) decrease the number of Shares sought to be purchased in the Offer. If, between the date of this Agreement is terminated in accordance with Section 8and the Expiration Time, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, divisions, or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately adjusted.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly properly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the prior satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Each of Parent and Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive or modify any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects affects, or could reasonably be expected to adversely affect, any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that would or would reasonably be expected to adversely affects affect any holder of Shares or that would, individually or in its capacity as such the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the prior satisfaction of the Minimum Condition Condition, the Termination Condition, and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Purchaser to terminate, extend or modify the Offer in accordance with the terms of this Agreement). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Cash Portion Closing Amount or amend the terms of the CVR or the CVR Agreement, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the condition set forth in clause (f) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (FG) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Section 1.1(c) or waive the Minimum Condition1.1(d) of this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 87.1.

Terms and Conditions of the Offer. The obligations of Purchaser Acquisition Sub to, and of Parent to cause Purchaser Acquisition Sub to, accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I A (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this AgreementConditions, including other than the Minimum Tender Condition, are for the sole benefit of Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the other Offer ConditionsMinimum Tender Condition, which may be waived by Parent and Acquisition Sub only with the prior written consent of the Company. Purchaser Parent and Acquisition Sub expressly reserves reserve the right to (i) increase the Offer Price, (ii) Merger Consideration or to waive any Offer Condition and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, that without unless otherwise provided in this Agreement or previously approved by the prior written consent of the CompanyCompany in writing, Purchaser Acquisition Sub shall not, and Parent shall not permit Acquisition Sub to, (Ai) decrease reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Cash Portion Consideration or the number of CVRs to be issued per share of Company Common Stock or amend the terms of the CVR Agreementor the CVR Agreement in a manner that is adverse to the interests of the holders of CVRs, (Biii) change the form of consideration payable in the Offer, (Civ) decrease the maximum number of Shares sought to be purchased in the Offeramend, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition. The Offer may not be withdrawn prior , (v) add to the Expiration Date Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to any holder of Company Common Stock, (vi) terminate the Offer, or any rescheduled Expiration Date) extend or otherwise amend or modify the expiration date of the Offer, unless in any manner other than in compliance with the terms of this Agreement is terminated in accordance with Section 8or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, Merger Sub to (and of Parent to cause Purchaser Merger Sub to, ) accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable Laws) of the other conditions set forth in Annex I (collectively, the “"Offer Conditions”"). The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that contains the terms set forth in this Agreement, including the Minimum Tender Condition, the Termination Condition and the other Offer Conditions. Purchaser Merger Sub expressly reserves the right to (but is not obligated to) at any time and from time to time in its sole discretion (i) increase the amount of cash constituting the Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Purchaser Parent and Merger Sub shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Tender Condition or Termination Condition, (F) otherwise amend or modify any of the other terms of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such such, or (FG) terminate the Offer or accelerate, extend or otherwise change the Expiration Time, in each case, except as provided in Section 1.1(c), 1.1(d) or waive the Minimum Condition1.1(e). The Offer may not be withdrawn prior to the Expiration Date Time (or any rescheduled Expiration DateTime) of the Offer, unless this Agreement is terminated in accordance with Section 8ARTICLE VII.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the prior satisfaction of the Minimum Condition, the Termination Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent Offer, so long as such changes are consistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, (1) Parent and Purchaser shall not amend, modify or waive the Minimum Condition and (2) without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Cash Portion or amend the terms of the CVR AgreementOffer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Termination Condition or the condition set forth in clause (f) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer Conditions in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares (other than Parent and its Affiliates) in its capacity as such such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) or (FH) change provide any “subsequent offering period” (or waive any extension thereof) within the Minimum Conditionmeaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.