Common use of The Offer Clause in Contracts

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, subject and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms and conditions of this AgreementAgreement (as so amended, make an offer (including any amendments thereto, the “OfferAmended Offer Documents”) ). The Amended Offer Documents shall include the Offer to purchase all of outstanding Shares at the outstanding Caza Shares (including any Caza Shares that are issued after the Offer Price. The expiration date of the Offer and prior pursuant to the Expiry Time on Amended Offer Documents shall be no sooner than the exercise or surrender tenth Business Day following (and including the day of) the initial filing of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareAmended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be made subject to only those conditions set forth in accordance with this AgreementAnnex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, Securities Laws and applicable Lawexcept that, and without the prior written consent of the Company, Purchaser shall be subject only not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect manner adverse to the Offerholders of Shares, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in (F) extend the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the foregoing, terms or conditions of the Offer may provide that which is adverse to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, subject as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the terms "Exchange Act")) and conditions of this Agreement, make will in good faith pursue an exchange offer (the “"Offer”") to purchase acquire all of the issued and outstanding Caza Shares Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (including the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any Caza Shares that are issued after greater amount per Old Notes paid pursuant to the date Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and prior to accept for exchange Old Notes tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingAnnex C hereto. The term “Offer” Company shall include not waive any such condition or make any changes in the terms and conditions of the Offer as it without the consent of the Holders; provided, however, the Company may be amended, varied waive any condition or extended amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings nature with respect to the Offer, including amendments thereafter as and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities Laws and Exchange Commission (the "SEC") or Lawsthe staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be prepared conducted in the English language. Notwithstanding the foregoing, the Offer may provide a manner that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy will make it exempt from registration under Section 3(a)(9) of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding Securities Act of 1933, as amended (the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated"Securities Act").

The Offer. Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article 7 hereof and none of the events set forth in Annex I hereto (athe “Tender Offer Conditions”) The Offeror shallshall have occurred, Parent shall cause the Purchaser to (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) as promptly as reasonably practicable, but in any event within seven business days following the date of this Agreement, an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (C) use commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of this Agreement, make an offer (Parent and the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Purchaser, on the basis one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of 0.16 of an Offeror Share for the Company, in each Caza Sharecase as and to the extent required by applicable federal securities laws. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Lawobligation of the Purchaser to accept for payment, and shall pay for, any Shares tendered pursuant to the Offer will be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy satisfaction of the Tender Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The Offeror shallobligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Offer shall expire 20 business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)its commencement, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made unless this Agreement is terminated in accordance with this AgreementArticle 10, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include which case the Offer as it may be amended, varied (whether or not previously ---------- extended in accordance with this Agreement. The Offeror and Caza the terms hereof) shall cooperate in making expire on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy such date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedtermination.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and subject to the satisfaction of the conditions set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall, as soon as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase for cash up to 80,916,766 of the issued and outstanding shares of Common Stock, par value $1.00 per share ("Company Common Stock"), of the Company and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 24, 1997, between the Company and First Chicago Trust Company of New York (the "Rights Agreement") at a price of $37.125 per share of Company Common Stock, net to the seller in cash. The Offeror shallobligation of Purchaser to accept for payment shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction 6 2 or waiver by Purchaser of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer; provided that, unless previously approved by the Company in writing, no change may be made which changes the Minimum Condition or decreases the price per share of Company Common Stock payable in the Offer, changes the form of consideration payable in the Offer, increases or reduces the maximum number (80,916,766 Shares) of shares of Company Common Stock to be purchased in the Offer (the "Maximum Offer Number"), amends the Offer Conditions or imposes conditions to the Offer in addition to the Offer Conditions, or makes other changes to the terms or conditions to the Offer that are adverse to the holders of Company Common Stock. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) including but not limited to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer Conditions, it will accept for payment and prior pay for shares of Company Common Stock as soon as it is permitted to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharedo so under applicable law. The Offer shall initially be made scheduled to expire 20 business days following the commencement thereof, provided that, unless this Agreement has been terminated pursuant to Section 8.1 and subject to Section 1.1(b), Purchaser shall extend the Offer from time to time in accordance with the event that, at a then-scheduled expiration date, all of the Offer Conditions have not been satisfied or waived as permitted pursuant to this Agreement, Securities Laws and applicable Law, and shall be subject only each such extension not to the conditions set forth exceed (unless otherwise consented to in Schedule A hereto and such other conditions as mutually agreed to writing by the parties in writing. The term “Offer” shall include Company) the lesser of 10 additional business days or such fewer number of days that Purchaser reasonably believes are necessary to cause the Offer as it Conditions to be satisfied. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be amended, varied asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or extended in accordance with inaction by Purchaser or Parent constituting a breach of this Agreement). The Offeror and Caza Except as provided in Section 1.1(b) or 1.1(d), Purchaser shall cooperate in making on a timely basis any filings with respect not terminate the Offer without purchasing shares of Company Common Stock pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article 7 hereof and none of the events set forth in Annex I hereto (athe “Tender Offer Conditions”) The Offeror shallshall have occurred, the Purchaser shall (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) as promptly as practicable, an offer to purchase all outstanding Shares at the Offer Price, (B) in cooperation with Parent and after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO and a Transaction Statement on Schedule 13E-3 and all other necessary documents with the Securities and Exchange Commission (the “SEC”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (C) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of this Agreement, make an offer (Parent and the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Purchaser, on the basis one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and each of 0.16 Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of an Offeror Share for the Company, in each Caza Sharecase as and to the extent required by applicable federal securities laws. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall will be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy satisfaction of the Tender Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.01, subject as promptly as practicable and in any event within one Business Day following the date hereof (or such later date as the parties may mutually agree in writing), Merger Sub (i) shall amend the Offer to reflect the terms and conditions execution of this Agreement, make (ii) shall file an amendment to its Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “OfferSEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance connection with this Agreementthe Offer under the Federal securities laws, including Regulations 14D and 14E of the Securities Laws Exchange Act of 1934, as amended (including the rules and applicable Lawregulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall be use its reasonable best efforts to consummate the Offer. Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the condition that there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent or any of its Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis on the date of expiration of the Offer (the “Minimum Condition”) and to the other conditions set forth in Schedule A Annex I hereto and such other conditions as mutually agreed to by (together with the parties in writing. The term “Offer” shall include the Offer as it may be amendedMinimum Condition, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoingcollectively, the “Tender Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions”).

The Offer. (a) The Offeror shall, subject to the terms Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and conditions of this Agreement, make an offer (the “Offer”) to purchase all none of the outstanding Caza Shares events set forth in Annex A hereto shall have occurred and be continuing, no later than five (including any Caza Shares that are issued 5) business days after the date of exercise by the Company of the Tender Option (as defined in Section 10.01(d)), Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Exchange Act), a tender offer (the "Offer") to acquire all of the issued and outstanding shares of Company Common Stock, together with the associated Company Rights, for $26.00 per share (such amount, or any greater amount per share paid pursuant to the Offer, the "Per Share Amount") net to the seller in cash. The obligation of Sub to consummate the Offer once it is commenced and prior to accept for payment and to pay for shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and hereto. Sub expressly reserves the right to waive any such condition (other conditions than the Minimum Condition (as mutually agreed to by defined in Annex A hereto) or the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect condition relating to the Offerexpiration of the HSR Act), including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared to increase the Per Share Amount and to make any other changes in the English languageterms and conditions of the Offer. Notwithstanding the foregoing, no change may be made which (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Company Common Stock sought to be purchased in the Offer, (iv) imposes conditions to the Offer may provide that in addition to those set forth in Annex A hereto, (v) extends the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration date of the Offer Documents prior or (vi) otherwise alters or amends any term of the Offer in any manner adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoingholders of shares of Company Common Stock; provided, however, that subject to the right of the parties to terminate this Agreement pursuant to Section 9.01, the Offer may provide that be extended (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (2) for one or more periods of not more than five (5) business days each, but in no event for more than a total of twenty (20) business days if, following the satisfaction or waiver of each of the conditions set forth in Annex A hereto, less than 90% of the Company Common Stock has been validly tendered and not properly withdrawn pursuant to the Offer; provided, that, the closing of the Offer shall occur on or before December 24, 1996 if all conditions set forth in Annex A hereto have been satisfied or waived prior to such date. Parent and Sub agree that, in the event Sub is only being made in jurisdictions where permitted and that unable to consummate the Offeror Shares shall only be distributed Offer on or prior to holders the expiration date of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing Offer due to the failure of any prospectuscondition set forth in Annex A hereto to be satisfied, registration statement Parent shall cause Sub to, and Sub shall extend the Offer until the earlier of (i) February 28, 1997 or similar document by (ii) such time as such condition is satisfied or waived; provided, that, the Offeror, result Sub shall be permitted but shall not be obligated to extend the Offer if either (x) the Company is in the imposition of any reporting obligations on the Offeror in such jurisdiction or result breach in any material cost respect of its covenants, agreements, representations or warranties contained in this Agreement (without reference to any materiality qualifications contained herein) or (y) there is a reasonable likelihood that one or more of the conditions set forth in Annex A hereto cannot be satisfied on or before February 28, 1997. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the Offeror. No fractional Offeror Shares will be issued. Any holder foregoing right to extend the Offer, Sub shall pay for shares of Caza Shares that would otherwise be entitled Company Common Stock tendered pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer as soon as practicable after expiration date thereof.

The Offer. Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article 7 hereof and none of the events set forth in Annex I hereto (athe "Tender Offer Conditions") The Offeror shallshall have occurred, Parent shall cause the Purchaser to (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act")) as promptly as practicable (and in any event within five business days after the date of this Agreement), an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO and all other necessary documents with the Securities and Exchange Commission (the "SEC"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the "Offer Documents") and (C) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of this Agreement, make an offer (Parent and the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Purchaser, on the basis one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of 0.16 of an Offeror Share for the Company, in each Caza Sharecase as and to the extent required by applicable federal securities laws. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall will be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy satisfaction of the Tender Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 9.01 and nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex A hereto, subject to not later than five business days after the terms and conditions public announcement of the execution of this Agreement, make an Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) a cash tender offer (the “"Offer”") to purchase acquire all of the issued and outstanding Caza Shares shares of Company Common Stock for $11.00 per share (including such amount, or any Caza Shares greater amount per share paid pursuant to the Offer, the "Per Share Amount"), net to the seller in cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign tax laws and regulations. The obligation of Sub to consummate the Offer and to accept for payment and to pay for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that are issued after there shall have been validly tendered and not withdrawn, in accordance with the date terms of the Offer and prior to the Expiry Time expiration date of the Offer, a number of shares of Company Common Stock that represents (together with any shares of Common Stock purchased by Sub under the Stock Option Agreement) at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis (the exercise or surrender of Caza Options or Caza Warrants"Minimum Condition"), on and (ii) the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the other conditions set forth in Schedule Annex A hereto (together with the Minimum Condition, the "Offer Conditions"). Sub expressly reserves the right to waive the Minimum Condition or any of the other Offer Conditions and such to make any other changes in the terms and conditions as mutually agreed to by the parties in writing. The term “Offer” shall include of the Offer (other than extending the Offer except as it expressly provided below in this Section 1.01(a)); provided, however, that, without the prior written consent of the Company, no change may be amended, varied made which (i) decreases the Per Share Amount or extended the number of shares of Company Common Stock sought in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter (ii) changes the form of consideration to be paid in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) amends any Offer Condition, (v) except as provided below, extends the Offer or (vi) is materially adverse to the holders of shares of Company Common Stock. Notwithstanding anything to the contrary in this Agreement, (i) Sub may, in its sole discretion and without the consent of the Company, (A) extend the Offer, at any time up to the Outside Termination Date, for one or more periods of not more than ten business days each, if, at the then scheduled expiration date of the Offer, any Offer Condition has not been satisfied; (B) extend the Offer at any time (but on not more than one occasion) for a period of not more than 10 business days, if at that time the number of shares of Company Common Stock duly tendered pursuant to the Offer and not subsequently withdrawn represents less than 90% of the shares of Company Common Stock then outstanding; or (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities Laws and Exchange Commission ("SEC") or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, staff thereof applicable to the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy (ii) if at any scheduled expiration date of the Offer Documents prior to their finalization any Offer Condition has not been satisfied or waived by Sub, at the written request of the Company delivered no later than the scheduled expiration date of the Offer, Sub shall, and mailing for their review and comment. Notwithstanding the foregoingshall continue to, extend the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed from time to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement time for one or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.more

The Offer. Section 2.1 The Offer (a). Provided that this Agreement has not been --------- terminated pursuant to Article X hereof and that none of the events set forth in Exhibit A hereto (the "Offer Conditions") The Offeror shallshall have occurred and be continuing, subject to ---------------- as soon as is reasonably practicable (but no later than the terms tenth business day after the public announcement by Parent and conditions the Company of the execution and delivery of this AgreementAgreement (counting the business day on which such announcement is made)), make Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act" or "1934 Act")), ------------ -------- an offer (the “"Offer”") to purchase all outstanding Shares at a price of $0.46 ----- per share, net to the seller of the outstanding Caza Shares in cash (including any Caza Shares that are issued after as paid pursuant to the date Offer, the "Offer Consideration"). The obligation of Parent and Purchaser to ------------------- commence the Offer, to consummate the Offer and prior to accept for payment and pay for Shares validly tendered in the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and not withdrawn shall be subject only to the conditions set forth in Schedule Exhibit A hereto hereto. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition and such make any other changes in the terms and conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to of the Offer, including amendments thereafter as required provided that, unless -------- previously approved by Securities Laws the Company in writing, Purchaser shall not waive the Minimum Condition and no change may be made which changes the Minimum Condition or Laws. The decreases the Offer shall be prepared Consideration, changes the form of consideration payable in the English language. Notwithstanding Offer (other than by adding consideration), reduces the foregoingmaximum number of Shares to be purchased in the Offer, or amends the Offer may provide that terms or the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy conditions of the Offer Documents prior in a manner which is adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoingholders of the Shares, or which imposes conditions or terms to the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed addition to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedthose set forth herein.

The Offer. (a) The Offeror shallMerger Agreement provides that the Purchaser will commence the Offer as promptly as practicable after the execution of the Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 14 — “Conditions of the Offer,” the Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer as promptly as practicable after the Purchaser is legally permitted to do so. IDEX and the Purchaser expressly reserved the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreementthe Offer, make an offer except that without Microfluidics’ prior written approval the Purchaser is not permitted to (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer in addition to those described in Section 14 — “Offer”) to purchase all Conditions of the outstanding Caza Shares Offer,” (including v) amend or waive the Minimum Condition, (vi) amend any Caza Shares that are issued after the date of the Offer other conditions and prior requirements to the Expiry Time on Offer described in Section 14 — “Conditions of the exercise Offer” in a manner materially adverse to Microfluidics’ stockholders or surrender of Caza Options or Caza Warrants), on (vii) extend the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made Expiration Date in a manner other than in accordance with this the Merger Agreement; provided, Securities Laws and applicable Lawhowever, and shall be subject only that if the aggregate amount of Microfluidics’ Expenses related to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to transactions contemplated by the parties Merger Agreement and the other payments described in writing. The term “Offer” shall include the Merger Agreement exceeds or is expected to exceed $2,750,000, the Purchaser may decrease the Offer as it may be amended, varied or extended Price in accordance with this the terms of the Merger Agreement. The Offeror and Caza shall cooperate in making on a timely basis Merger Agreement provides that the Purchaser will extend the Offer: • to the extent required by applicable laws or applicable rules, regulations, interpretations or positions of the SEC; • for one or more periods of up to 20 business days each until March 18, 2011, if at the Expiration Date any filings with respect of the conditions to the Offer, including amendments thereafter other than the Minimum Condition, have not been satisfied or waived by IDEX and the Purchaser; • at Microfluidics’ request for a period of up to 10 business days, so long as required no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics; and • at Microfluidics’ request for a period of three business days, if by Securities Laws the Expiration Date, Microfluidics failed to perform or Lawscomply with any agreement or covenant contained in the Merger Agreement and did not have at least three business days notice to correct such failure, so long as no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics. After acceptance for payment of Shares in the Offer, if IDEX, the Purchaser and their subsidiaries and affiliates do not hold, in the aggregate, at least 90% of the issued and outstanding Shares so as to permit the Purchaser to complete the Short-Form Merger, then the Purchaser may provide a Subsequent Offering Period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Offer shall be prepared in the English language. Notwithstanding the foregoingPurchaser is required to immediately accept for payment, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaand promptly pay for, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror all Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result validly tendered in any material cost to the OfferorSubsequent Offering Period. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.34

The Offer. The Merger Agreement provides that the Purchaser will commence the Offer as promptly as practicable (aand in any event within 10 business days) The Offeror shallafter the execution of the Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 14—“Conditions of the Offer,” the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn in the Offer as promptly as practicable after the Purchaser is legally entitled to do so. Cytyc and the Purchaser expressly reserved the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreementthe Offer, make an offer except that without Adeza’s prior written approval the Purchaser is not permitted to (i) decrease the “Offer Price, (ii) change the form of consideration payable in the Offer”, (iii) reduce the maximum number of Shares to purchase all be purchased in the Offer, (iv) impose conditions or requirements to the Offer that are different than or in addition to the conditions and requirements described in Section 14—“Conditions of the outstanding Caza Shares Offer,” (v) amend or waive the Minimum Condition, (vi) amend any of the conditions or requirements to the Offer described in Section 14—“Conditions of the Offer,” or (vii) extend the expiration of the Offer in a manner other than as required by the Merger Agreement. The Merger Agreement provides that the Offer Price will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any Caza Shares that are issued after the date dividend or distribution of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrantssecurities convertible into Shares), on the basis cash dividend, reorganization, recapitalization, reclassification, combination, exchange of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such shares or other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings like change with respect to the Shares occurring prior to the Expiration Date. The Merger Agreement provides that the Purchaser will extend the Offer: • to the extent required by applicable laws, rules or regulations of the SEC or the NASDAQ Global Select Market; • for one or more periods of 10 business days each, or any lesser period ending on May 16, 2007, if at the Expiration Date any of the conditions to the Offer have not been satisfied; and • for one or more periods of 10 business days each, or any lesser period ending on June 15, 2007, if at the Expiration Date the HSR Condition and/or the Governmental Approval Condition have not been satisfied. After acceptance for payment of Shares in the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared if Cytyc, the Purchaser and their subsidiaries and affiliates do not hold, in the English language. Notwithstanding aggregate, at least 90% of the foregoingissued and outstanding Shares so as to permit the Purchaser to complete the Short-Form Merger, then the Offer Purchaser may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaa Subsequent Offering Period and, its counsel and its financial advisors with a draft copy if more than 80% of the Offer Documents prior to their finalization issued and mailing for their review outstanding Shares have been validly tendered and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made not withdrawn in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.the

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer Merger Sub shall, and Parent shall cause Merger Sub to, use commercially reasonable efforts to commence within three (3) Business Days (and in any event Merger Sub shall, and Parent shall cause Merger Sub to, commence within ten (10) Business Days), the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “OfferSEC”) ). The obligations of Merger Sub to, and of Parent to purchase all cause Merger Sub to, accept for payment, and pay for, any shares of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Company Common Stock tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A Exhibit C as such conditions may be modified in accordance with the express terms of this Agreement. The initial expiration date of the Offer shall be midnight (New York City time) on the twentieth (20th) business day following commencement of the Offer (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)). Merger Sub expressly reserves the right in its sole discretion to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Merger Sub shall not (i) reduce the number of shares of the Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit C or modify any condition set forth in Exhibit C in any manner adverse to the holders of the Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of the Company Common Stock. The parties hereto agree to cooperate in good faith to modify the terms of the Offer as and such other conditions as mutually agreed to if required by the parties in writingSEC. The term “Offer” Notwithstanding any provision of this Agreement to the contrary, Merger Sub shall include extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer); provided, however, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with its terms, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for one (1) or more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may be agreed by the Company); provided, however, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. Upon the mutual written consent of the parties hereto, each in its sole discretion, Merger Sub shall extend the Offer on one or more occasions for an aggregate period of not more than ten (10) Business Days each to the extent that, on such expiration date, all conditions to the Offer are satisfied but the shares of Company Common Stock that have been validly tendered and not validly withdrawn pursuant to the Offer, considered together with all other shares of Company Common Stock owned by Parent and its subsidiaries, shall constitute less than ninety percent (90%) of the outstanding shares of Company Common Stock. If all of the conditions set forth in Exhibit C are satisfied but the number of shares of the Company Common Stock that have been validly tendered and not withdrawn in the Offer and accepted for payment, together with any shares of the Company Common Stock then owned by Parent or Merger Sub, is less than ninety percent (90%) of the outstanding shares of the Company Common Stock, Merger Sub may in its sole discretion make available one (1) or more “subsequent offering periods”, in accordance with Rule 14d-11 of the Exchange Act, of not less than ten (10) Business Days and not more than twenty (20) Business Days in the aggregate for all subsequent offering periods. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of Tax pursuant to Section 2.02(h)) all shares of the Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer (as it may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.01(a)). The Offeror and Caza Nothing contained in this Section 1.01(a) shall cooperate affect any termination rights in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedArticle VIII.

The Offer. Section 1.1 The Offer. (a) The Offeror Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1 and (ii) none of the events set forth in Annex I hereto shall have occurred or be existing and not have been waived, Merger Subsidiary shall, not later than five business days from the first public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) accepted by Merger Subsidiary in accordance with the Offer shall be purchased for $1.17, net to the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall have simultaneously accepted for payment Notes in each of the Notes Tender Offers, and (iii) that the other conditions set forth in Annex I hereto shall have been satisfied or waived. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or amends any other term of the Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond March 15, 2002 (except that Parent may extend the expiration date of the Offer after March 15, 2002 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of this Agreementthe Offer, make an offer Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer. In addition, Merger Subsidiary may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act"), of not more than 20 business days to meet the objective (which is not a condition to the Offer”) to purchase all that there be validly tendered, in accordance with the terms of the outstanding Caza Shares (including any Caza Shares that are issued after Offer, prior to the expiration date of the Offer (as so extended) and prior to the Expiry Time on the exercise or surrender not withdrawn a number of Caza Options or Caza Warrants)Shares, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance which together with this AgreementShares then owned by Parent and Merger Subsidiary, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy represents at least 90% of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Fully Diluted Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallUnder the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared out in the English language. Notwithstanding the foregoingScheme Document, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share each Scheme Shareholder will be entitled to receive 44 xxxxx for each Scheme Share held (the nearest whole number "Cash Value"), comprising for each Scheme Share: 42 xxxxx in cash (the "Cash Offer") and a special dividend of Caza 2 xxxxx (the "Special Dividend") If, on or after the date of this Announcement and before the Effective Date, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Xpediator Shares (other than, or in excess of, the Special Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Offer for the Xpediator Shares by an amount up to the amount of such dividend, distribution and/or return of capital (or excess, as applicable), excluding any amount in respect of the Excluded Shares, in which case the relevant eligible Xpediator Shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of capital. In calculating such fractional interestIf Bidco exercises its rights described above, all Caza Shares held any reference in this Announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by a registered holder Bidco of its rights referred to in this paragraph shall be aggregated.the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. The Cash Value of 44 xxxxx for each Scheme Share values the entire issued and to be issued share capital of Xpediator at approximately £62,342,907, and represents a premium of approximately: • 45.5 per cent. to the Closing Price of 30.3 xxxxx per Xpediator Share on 19 December 2022 (being the last Business Day before the date of the commencement of the Offer Period); • 18.9 per cent. to the Closing Price of 37.0 xxxxx per Xpediator Share on 5 April 2023 (being the last Business Day before the date of this Announcement); and • 79.7 per cent. to the volume weighted average Closing Price of 24.5 xxxxx per Xpediator Share for the three-month period ended 19 December 2022. Under the terms of the Offer, a Loan Note Alternative will be available to Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction, including the United States), which will enable eligible Scheme Shareholders to elect to receive Loan Notes in lieu of part or all of the cash consideration to which they would otherwise be entitled under the terms of the Offer. Further details in relation to the Loan Note Alternative are set out in paragraph 10 below. The Xpediator Directors intend to declare and pay the Special Dividend of 2 xxxxx per Xpediator Share to Xpediator Shareholders on the register of members of Xpediator at the Scheme Record Time. The Special Dividend is conditional upon, and only payable if, the Scheme becomes Effective (or, if the Offer is implemented by way of a Takeover Offer, the Takeover Offer is declared unconditional in all respects). Further details are set out in paragraph 18 of this Announcement. The Xpediator Shares owned or controlled by Cogels Investments (being 37,260,660 Xpediator Shares as at the Latest Practicable Date) will not be Scheme Shares and will not be acquired by Bidco pursuant to the Offer. Upon the Offer becoming Effective, Cogels Investments will: (i) indirectly contribute 36,299,777 Xpediator Shares owned or controlled by it (representing approximately

The Offer. (a) The Offeror shall, subject to the terms and conditions of Provided that (i) this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer Agreement shall be made not have been terminated in accordance with this AgreementArticle VIII hereof, Securities Laws and applicable Law, and (ii) nothing shall be subject only to have occurred that would render any of the conditions set forth in Schedule A Section 1 of Annex B incapable of being satisfied and (iii) none of the conditions set forth in Section 2 of Annex B hereto shall have occurred and such other conditions as mutually agreed to by be continuing, Parent shall cause Purchaser (and the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza Company shall cooperate with Parent and Purchaser subject to Section 6.02(e)) to commence (within the meaning of Rule 14d-2 of the Exchange Act), as promptly as reasonably practicable after the date of this Agreement but in making on no event more than ten (10) Business Days thereafter, an offer to purchase all outstanding shares of Company Common Stock (including the associated rights to purchase shares of capital stock of the Company (“Rights”) issued pursuant to that certain Shareholder Rights Plan dated as of December 23, 2006, by and between the Company and Wxxxx Fargo Bank, National Association, as Rights Agent (the “Rights Plan”)) (each such share of Company Common Stock, together with the associated Rights, a timely basis “Share” and collectively, “Shares”) at a price of $19.50 per Share, net to the sellers in cash (such amount, or any filings with respect greater amount per Share paid pursuant to the Offer, including amendments thereafter the “Offer Price”). Promptly after the later of: (i) the earliest date as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, of which Parent is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer may provide that and (ii) the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy earliest date as of which each of the Tender Offer Documents prior to their finalization Conditions shall have been satisfied or waived (and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed any event in compliance with applicable securities laws of such jurisdiction Rule 14e-1(c)), Purchaser shall, and provided such distribution does not require the filing of Parent shall cause it to, accept for payment, and pay for (after giving effect to any prospectusrequired withholding Tax), registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost all Shares validly tendered pursuant to the Offeror. No fractional Offeror Shares will be issued. Any holder Offer and not withdrawn (the time and date of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive acceptance for payment, the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated“Acceptance Date”).

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with ARTICLE 7 and that none of the events set forth in clauses (c) or (d) of the first paragraph of Annex B hereto shall have occurred and be continuing, within ten business days (as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, “Business Days”) after the date hereof, Merger Sub shall (and the Company shall cooperate with Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) an offer to purchase all outstanding shares of Common Stock of the Company at the purchase price of $30.00 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the terms of the Offer, the “Per Share Amount”) and shall, upon commencement of the Offer but after affording the Company and its counsel reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made thereby, file a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 promulgated under the Exchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall consummate the Offer, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer hereof and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharethereof. The Offer shall be made Documents will comply in accordance all material respects with the provisions of all applicable Federal securities Laws. Subject to the terms and conditions of this Agreement, Securities Laws Agreement and applicable Law, and shall be subject only to the satisfaction or waiver of the conditions set forth in Schedule A Annex B hereto (the “Tender Offer Conditions”), Merger Sub shall, upon the expiration of the Offer, accept for payment, and pay for (after giving effect to any required withholding or stock transfer Tax), all shares of Common Stock validly tendered pursuant to the Offer and not withdrawn on the Acceptance Date. The obligation of Merger Sub to accept for payment and to pay for any shares of Common Stock validly tendered shall be subject solely to the satisfaction or waiver by Merger Sub of the Tender Offer Conditions. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such other conditions as mutually agreed to seller. No shares of Common Stock held by the parties in writing. The term “Offer” Company or its Subsidiaries shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect tendered pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallAs promptly as reasonably practicable, subject to and in any event within five (5) Business Days of the terms and conditions date of this Agreement, make Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) an offer (the “Offer”) to purchase all outstanding shares of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Company Common Stock at the Offer Price. The obligations of Merger Sub, and prior of Parent to cause Merger Sub, to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the satisfaction or waiver by Merger Sub of the conditions set forth in Schedule Annex A hereto (the “Offer Conditions”). Merger Sub expressly reserves the right, in its sole discretion, to waive any Offer Condition in whole or in part, at any time or from time to time, or to modify the terms or conditions of the Offer, except that, without the written consent of the Company, Merger Sub shall not, and such other conditions as mutually agreed to by the parties in writing. The term “Offer” Parent shall include not permit Merger Sub to, (i) reduce the Offer as it may be amendedPrice, varied or extended (ii) change the form of consideration payable in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect the Offer, (iii) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (iv) waive or change the Minimum Condition or the Termination Condition (each as required by Securities Laws or Laws. The Offer shall be prepared defined in the English language. Notwithstanding the foregoingAnnex A), (v) add to the Offer may provide that Conditions, (vi) terminate, or extend or otherwise amend or modify the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoingexcept as required or permitted by Section 1.1(b) or (vii) amend, modify or supplement any Offer Condition or any term of the Offer may provide set forth in this Agreement in a manner adverse to the holders of Company Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be tendered in the Offer; provided that the Offer is only being made in jurisdictions where Company shall be permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement tender Company Common Stock held or similar document beneficially owned by the Offeror, result Company pursuant to or in the imposition respect of any reporting a Company Plan or a trust that relates to obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany Plan.

The Offer. (a) Provided that nothing shall have occurred that, had the Offer referred to below been commenced, would give rise to a right to terminate the Offer under any of the conditions set forth in Annex I hereto, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, as promptly as practicable after the date hereof, but in no event later than ten business days following the public announcement of the terms of this Agreement, commence an offer (the "Offer") to purchase all of the outstanding shares (the "Shares") of 8 Company Common Stock at a price of $24.00 per Share, net to the seller in cash (or at such higher price as Acquisition Sub, in its sole discretion, elects to offer) (the "Offer Consideration"), but subject to any withholding required by law. The Offeror shallOffer shall be subject (i) to the condition that there shall be validly tendered prior to the expiration date of the Offer and not withdrawn a number of Shares representing at least 80% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) to the other conditions set forth in Annex I hereto and (iii) to the condition that Acquisition Sub shall have received certificates signed by the president or the chief financial officer of the Company to the effect that (A) the condition to the obligation of Acquisition Sub set forth in paragraph (e) of Annex I does not exist and (B) the acquisition of Shares pursuant to the Offer is exempt from Section 1445 of the Code (as defined below). For purposes of determining the Minimum Condition, (i) Shares tendered subject to guaranteed delivery shall not be considered validly tendered unless and until delivery shall have been completed and (ii) Shares outstanding on a fully-diluted basis shall mean all Shares actually outstanding plus all Shares issuable upon exercise, conversion or exchange of then-outstanding vested options, warrants and other rights to purchase, or other securities convertible into or exchangeable for, Company Common Stock, including any Shares issuable pursuant to vested options under the Company's Stock Incentive Plan of 1996, as amended, and pursuant to the Company's Employee Stock Purchase Plan (together, the "Company Stock Plans"). Acquisition Sub expressly reserves the right to modify the terms of the Offer, but Acquisition Sub will not, without the prior written consent of the Company, make any change in the terms or conditions of the Offer that (i) changes the form of consideration to be paid, (ii) decreases the price per Share or the number of Shares sought in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex I, (iv) changes or waives the Minimum Condition, or (v) is adverse to the holders of the Shares. Parent and Acquisition Sub agree that, subject to the terms and conditions of the Offer and this Agreement, make an offer (Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the “Offer”) to purchase all Offer promptly after expiration of the outstanding Caza Shares Offer. The Offer shall initially provide that it shall expire 20 business days after it is commenced. The Offer may only be extended with the prior written consent of the Company provided that so long as this Agreement is in effect, Acquisition Sub may, without the consent of the Company, extend the expiration of the Offer, (including i) as required to comply with any Caza Shares that are issued after rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (ii) if at the scheduled or extended expiration date of the Offer and prior to the Expiry Time on the exercise or surrender any of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A Annex I have not been satisfied or waived, until such time as all such conditions are satisfied or waived, or (iii) on one occasion, for an aggregate period of not more than ten business days for any reason other than those specified in the immediately preceding clauses (i) and (ii). So long as this Agreement is in effect, Parent, U.S. Parent and Acquisition Sub agree that if all of the conditions set forth in Annex I hereto and are not satisfied on any scheduled expiration date of the Offer then, provided that all such other conditions as mutually agreed to are reasonably capable of being satisfied by the reasonable best efforts of the parties in writing. The term “Offer” hereto, Acquisition Sub shall include extend the Offer as it may be amended, varied from time to time until such conditions are satisfied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English languagewaived. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror no event shall provide Caza, its counsel and its financial advisors with a draft copy any extension of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding extend beyond the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedTermination Date.

The Offer. (a) The Offeror shall, On the terms and subject to the terms and conditions provisions of this Agreement, make an offer as promptly as practicable following the date hereof and in any event not later than ten Business Days (the “Offer”as defined in Section 9.5) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date hereof Parent shall cause Acquisition Subsidiary to, and Acquisition Subsidiary shall, commence within the meaning of Rule l4d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer. The obligation of Parent to cause Acquisition Subsidiary to, and of Acquisition Subsidiary to, consummate the Offer and prior to accept for payment and pay for any shares of Company Common Stock tendered in the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the satisfaction of the conditions set forth in Schedule A hereto Annex A; provided that, except for the condition that approval of the Federal Bankruptcy Court of the Southern District of New York (the "Court") be obtained (which is set forth in paragraph (iii)(d) of Annex A) and such the condition set forth in paragraph (iii)(f) of Annex A, neither of which may be waived without the Company's written consent, Parent and Acquisition Subsidiary may waive any other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer. Without the prior written consent of the Company, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared no decrease in the English language. Notwithstanding per share price or the foregoing, number of shares of Company Common Stock sought in the Offer may provide that be made and no change may be made to the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaform of consideration to be paid for the shares of Company Common Stock, its counsel and its financial advisors with a draft copy of the Offer Documents prior no other change to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that be made (i) which imposes conditions to the Offer in addition to those set forth in Annex A, (ii) which extends the expiration date of the Offer, except as permitted or required by Section 1.1(c) hereof or (iii) that is only being made in jurisdictions where permitted and that otherwise adverse to the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany Common Stock.

The Offer. (a) The Offeror shall, subject to the terms and conditions of Provided that this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer Agreement shall be made not have been terminated in accordance with this Agreement, Securities Laws Article VII and applicable Law, none of the events or conditions set forth in Annex A (other than clause (e) of Annex A) shall have occurred and be existing and shall be subject only to not have been waived in writing by Parent or Merger Sub (the conditions set forth in Schedule A hereto Annex A, the "Tender Offer Conditions"), Merger Sub shall, and such other conditions Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as mutually agreed to by amended (together with its rules and regulations, the parties "Exchange Act")) the Offer, as promptly as reasonably practicable after the date of this Agreement and in writing. The term “Offer” shall include any event within 15 Business Days after the Offer as it may be amended, varied or extended in accordance with date of this Agreement. The Offeror and Caza Without the prior written consent of the Company, Merger Sub shall cooperate not (i) decrease the Offer Price or change the form of consideration payable in making on a timely basis any filings with respect to the Offer, including amendments thereafter (ii) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (iii) impose conditions to the Offer in addition to the Tender Offer Conditions or amend any condition in a manner that is adverse to the holders of Company Common Stock, (iv) waive or amend the Minimum Condition (v) extend the Expiration Date (as defined below) except as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazathis Section 1.1, its counsel and its financial advisors with a draft copy or (vi) make any other change to the terms of the Offer Documents prior in a manner that is materially adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoing, holders of Company Common Stock; provided that Merger Sub expressly reserves the right to increase the Offer may provide Price and to waive any of the Tender Offer Conditions other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer is only being made except for Company Common Stock held in jurisdictions where permitted and that respect of the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany's Supplemental Retirement Savings Plan.

The Offer. (a) The Offeror Subject to the conditions set forth on Exhibit 1, Merger Sub shall, subject to as promptly as practicable and in no event later than ten (10) Business Days after the terms and conditions date hereof, commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended (the “OfferExchange Act”)) a tender offer to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date shares of Common Stock, par value $0.01 per share of the Offer Company, including, if any, the associated preferred stock purchase rights (the “Rights,” and prior together with the shares of the Company’s Common Stock, the “Shares”) issued pursuant to the Expiry Time on Rights Agreement, dated as of September 13, 1999, between the exercise or surrender Company and the Bank of Caza Options or Caza WarrantsNew York (the “Rights Agreement”), on at a price of $95.50 per Share in cash, net to the basis seller but subject to any required withholding of 0.16 of an Offeror Share for each Caza Share. The Offer shall Taxes (such tender offer and price as they may from time to time be made amended in accordance with this Agreement, Securities Laws the “Offer,” and applicable Lawthe “Offer Price,” respectively). The obligations of Merger Sub to, and shall be of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingExhibit 1. The term initial expiration date of the Offer shall be the later of (x) midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) and (y) January 2, 2008 (the initial “OfferExpiration Date” shall include and any expiration time and date established pursuant to an extension of the Offer as it may be amendedso extended, varied also an “Expiration Date”). Merger Sub expressly reserves the right (x) if the Minimum Tender Condition (as defined in Exhibit 1) has not been satisfied or extended in accordance with this Agreement. The Offeror if a Change of Recommendation has been made, to increase the Offer Price and Caza (y) to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) modify, amend or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit 1 or modify or amend any condition set forth in Exhibit 1 in any manner adverse to the holders of Shares, (v) except as otherwise provided in this Section 1.1(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) except as may be required by Securities Laws any Governmental Entity, modify or Lawsamend the terms of the Offer in any manner adverse to the holders of the Shares. The Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or withdraw the Offer shall be prepared other than in connection with the English languagetermination of this Agreement in accordance with Section 8.1 hereof. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (i) extend the Offer may provide that for one or more consecutive increments of not more than ten Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub’s obligation to purchase Shares are not satisfied or waived, (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer or (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11 (any extension pursuant to this sentence being a “Parent Extension”). In addition, (x) if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is only being made not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten Business Days each until the earlier of the termination of this Agreement in jurisdictions where permitted by applicable law. The Offeror accordance with its terms and May 23, 2008 (the “Outside Date”) and (y) at any time prior to the initial Expiration Date, Merger Sub shall provide Cazaand Parent shall cause Merger Sub to, its counsel and its financial advisors with a draft copy extend the Offer at the request of the Company one time for ten Business Days if the Company has received an Acquisition Proposal prior to the initial Expiration Date that has not been withdrawn as of the date of the request for the extension of the Offer Documents by the Company; provided, that nothing in clause (y) shall relieve the Company of any of its obligations under this Agreement, including Section 6.2; provided, further, that no request by the Company to Parent and Merger Sub to extend the Offer pursuant to this sentence, in and of itself, shall be considered a violation of Section 6.2. In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to their finalization the commencement of such subsequent offering period, Parent and mailing for their review Merger Sub, directly or indirectly, own more than 90% of the outstanding Shares. On the terms and comment. Notwithstanding subject to the foregoing, conditions of the Offer may provide that and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to the Offer is only being made that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer, and, in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed any event, in compliance with applicable securities laws Rule 14e-1 under the Exchange Act (the date of such jurisdiction acceptance for payment for Shares validly tendered and provided such distribution does not require withdrawn pursuant to the filing Offer, the “Purchase Date”). Without the prior written consent of the Company, Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or pay for any prospectus, registration statement or similar document by the Offeror, result Shares in the imposition of any reporting obligations on Offer if, as a result, Merger Sub would acquire less than the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatednecessary to satisfy the Minimum Tender Condition.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article X and so long as each of the Tender Offer Conditions has been satisfied and no fact, occurrence or circumstance shall exist which would result in a failure to satisfy any of the Tender Offer Conditions, subject to the provisions of this Agreement, as promptly as reasonably practicable, but in no event later than five business days after execution of this Agreement, Merger Subsidiary shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer at the Offer Price. The Offeror initial expiration date of the Offer shall be the 20th business day following the date the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act (the “Initial Expiration Date”). The obligation of Merger Subsidiary to commence the Offer and accept for payment, and pay for, any shares tendered pursuant to the Offer shall be subject to the satisfaction of the Tender Offer Conditions set forth in Annex A, any of which, other than the Minimum Condition and the HSR Condition (each as defined in Annex A), may be waived by Parent and Merger Subsidiary in their sole discretion. Parent and Merger Subsidiary expressly reserve the right to modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, neither Parent nor Merger Subsidiary shall (i) waive the Minimum Condition or the HSR Condition, (ii) reduce the number of shares subject to the Offer, (iii) reduce the Offer Price, (iv) change the form of consideration payable in the Offer, (v) amend any term or add any condition of the Offer (including the Tender Offer Conditions), in each case, in any manner that would adversely affect the shareholders of the Company in any material respect or (vi) extend the Initial Expiration Date, except as required by law and except that Parent and the Merger Subsidiary shall have the right, in their sole discretion, (A) to extend the expiration date of the Offer for up to ten business days after the Initial Expiration Date if as of that date there shall not have been tendered a number of shares that constitute at least 90% of the outstanding shares of the Company Common Stock on a fully-diluted basis, (B) to elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act or (C) to extend the expiration date of the Offer from time to time for successive periods of up to 20 business days each, but in no event later than the three-month anniversary of the date of this Agreement, if the Tender Offer Conditions have not been met. If on any scheduled expiration date of the Offer, the Offer would have expired without any shares being purchased because the Tender Offer Conditions have not been satisfied, Parent and Merger Subsidiary shall, at the request of the Company (subject always to the terms and conditions of this Agreement, make an offer (including Article X), extend the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the expiration date of the Offer and prior from time to time for successive periods of up to 20 business days each (but in no event later than the three-month anniversary of the date of this Agreement) unless Parent reasonably believes at such time that such conditions are not capable of being satisfied. Subject to the Expiry Time on terms of the exercise or surrender Offer, including the Tender Offer Conditions, Merger Subsidiary shall pay for all shares of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws Company Common Stock validly tendered and applicable Law, and shall be subject only not withdrawn pursuant to the conditions set forth in Schedule A hereto and such other conditions Offer as mutually agreed to by soon after the parties in writing. The term “Offer” shall include expiration of the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect is legally permitted to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by do so under applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject to As promptly as reasonably practicable (and in any event within ten (10) Business Days after the terms and conditions date of this Agreement, make an offer as such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(g) or other information required from Representatives of the Company is delayed, the Purchaser shall (and Parent shall cause the “Offer”Purchaser to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase any and all of the outstanding Caza Shares (including for cash at the Offer Price; provided, however, that if any Caza Shares that are Governmental Authority shall have issued after an Order or taken any other action temporarily restraining, enjoining or otherwise prohibiting the date commencement of the Offer and provided further that Parent and the Purchaser shall have, prior to such issuance, used their commercially reasonable efforts to oppose any such action by such Governmental Authority, then such period to commence the Expiry Time on Offer may be extended by up to an additional ten (10) Business Days, during which Parent and the exercise Purchaser shall use reasonable best efforts to successfully overturn such action by such Governmental Authority. For the avoidance of doubt, nothing in this Section 1.1 shall require the Purchaser to commence the Offer at any time in violation of any Order or surrender other action by any Governmental Authority temporarily restraining, enjoining or otherwise prohibiting the commencement of Caza Options the Offer. Notwithstanding anything to the contrary in this Agreement, if the Purchaser shall not have commenced the Offer by May 5, 2016 (the “Offer Deadline”) for any reason other than a failure by the Company to satisfy its obligations under Section 1.1(g) or Caza Warrants)the receipt of other information from Representatives of the Company having been delayed, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made Company may in its sole discretion terminate the Agreement in accordance with this Agreement, Securities Laws and applicable LawSection 7.1(k) hereof. The consummation of the Offer, and shall be subject only the obligation of the Purchaser to the conditions set forth in Schedule A hereto accept for payment and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect pay for Shares tendered pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared subject to: (i) there being validly tendered in the English language. Notwithstanding Offer and not properly withdrawn prior to the foregoingExpiration Date that number of Shares which, together with the number of Shares (if any) then owned by the Purchaser represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been received by the depositary for the Offer pursuant to such procedures) (collectively, the Offer may provide that “Minimum Condition”) and (ii) the satisfaction, or waiver by the Purchaser (to the extent permitted in Annex I), of the other conditions and requirements set forth in Annex I. Subject to this Section 1.1 and Annex I, the conditions and requirements to the Offer is only being made set forth in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy Annex I are for the sole benefit of the Offer Documents prior to their finalization Purchaser and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document asserted by the OfferorPurchaser regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, result in the imposition of its sole discretion, in whole or in part at any reporting obligations on the Offeror in such jurisdiction or result in any material cost time and from time to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedtime.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and none of the events set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than eight business days, after the date hereof, Parent shall cause Sub to, and Sub shall, subject commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the terms and conditions of this Agreement, make an "Exchange Act")) a tender offer (the “"Offer”") to purchase all of the issued and outstanding Caza Shares shares of Class A Common Stock for $5.20 per share (including such amount, or any Caza Shares that are issued after greater amount per share paid pursuant to the date Offer, the "Per Share Amount") net to the seller in cash. The obligation of Sub to consummate the Offer and prior to accept for payment and to pay for any shares of Class A Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto hereto. Sub expressly reserves the right to waive any such condition, to increase the Per Share Amount and such to make any other changes in the terms and conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, no change may be made which (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Class A Common Stock sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (v) extends the expiration date of the Offer (which shall initially be the minimum period that the Offer must remain open under the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")) or (vi) otherwise alters or amends any term of the Offer in any manner adverse to the holders of shares of Class A Common Stock; provided, however, that (subject to the right of the parties to terminate this Agreement in accordance with Section 9.01) the Offer may provide that be extended (1) for any period to the Offer is only being made in jurisdictions where permitted extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable law. The Offeror shall provide Cazato the Offer, its counsel and its financial advisors with a draft copy (2) on one or more occasions (each such extension period not to exceed 10 business days at one time) if at the then scheduled expiration date of the Offer Documents any of the conditions to Sub's obligations to accept for payment and pay for Class A Common Stock set forth in Annex A hereto shall not be satisfied or waived, (3) on one or more occasions for an aggregate period of not more than 10 business days if the Minimum Condition (as defined in Annex A hereto) has been satisfied but less than 90% of the then outstanding shares of Class A Common Stock have been validly tendered and not properly withdrawn, and (4) to provide for a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act. Parent and Sub agree that, in the event Sub is unable to consummate the Offer on or prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, expiration date of the Offer may provide that due to the failure of any conditions set forth in Annex A hereto to be satisfied, but subject to the right of the parties to terminate this Agreement in accordance with Section 9.01 and to the right of Parent to exercise the Merger Trigger, Parent shall cause Sub to, and Sub shall, extend the Offer is only being made in jurisdictions where permitted until the earlier of (i) July 31, 2000 or (ii) such time as each such condition has been satisfied or waived. Assuming the prior satisfaction or waiver of the conditions of the Offer and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost subject to the Offeror. No fractional Offeror Shares will be issued. Any holder foregoing right to extend the Offer, Sub shall pay for any and all shares of Caza Shares that would otherwise be entitled Class A Common Stock validly tendered and not withdrawn pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer as soon as practicable after termination thereof.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Article 7, subject to the terms and conditions of this Agreement, make an offer as promptly as practicable (the “Offer”but in no event later than ten (10) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Business Days) after the date hereof, Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d 2 under the Exchange Act, the Offer to purchase for cash any and prior all (i) Company Shares (other than Company Shares to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made cancelled in accordance with this AgreementSection 2.1(b)) at the Company Share Offer Price, Securities Laws (ii) shares of Series A Preferred Stock at the Series A Offer Price and applicable Law(iii) shares of Series B Preferred Stock at the Series B Offer Price. Merger Sub shall, and Parent shall be subject only to the conditions set forth in Schedule A hereto cause Merger Sub to, accept for payment, purchase and such other conditions pay for all Company Shares and shares of Company Preferred Stock, as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amendedapplicable, varied or extended in accordance with this Agreement. The Offeror validly tendered and Caza shall cooperate in making on a timely basis any filings with respect not properly withdrawn pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared subject only to: (a) there being validly tendered in the English language. Notwithstanding Offer (in the foregoingaggregate) and not properly withdrawn prior to the Expiration Date (1) that number of Company Shares and shares of Company Preferred Stock that, together with the number of Company Shares and shares of Company Preferred Stock (if any) then owned by the Parent, equals at least a majority in voting power of the Company Shares and shares of Company Preferred Stock then issued and outstanding, voting together as a single class, (2) that number of shares of Series A Preferred Stock that, together with the number of shares of Series A Preferred Stock (if any) then owned by Parent, equals at least a majority of the shares of Series A Preferred Stock then issued and outstanding, and (3) that number of shares of Series B Preferred Stock that, together with the number of shares of Series B Preferred Stock (if any) then owned by Parent, equals at least a majority of the shares of Series B Preferred Stock then issued and outstanding (collectively, the Offer may provide that “Minimum Condition”); and (b) the Offer is only being made in jurisdictions where permitted satisfaction, or waiver by applicable law. The Offeror shall provide CazaMerger Sub, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization other conditions and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made requirements set forth in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.Annex I.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.01 and provided further that the Company is prepared (in accordance with Section 1.02(a)), to file with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, subject to the terms and conditions of this Agreement, make an offer as promptly as practicable (the “Offer”but in no event later than thirteen (13) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued business days after the date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”)) the Offer at the Offer Price. The obligations of Merger Sub to, and prior of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the satisfaction or waiver of the conditions set forth in Schedule Exhibit A hereto (the “Offer Conditions”). The initial expiration date of the Offer shall be at the time that is one minute following 11:59 p.m., Eastern time, on the date that is 20 business days (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and such regulations promulgated thereunder, the “Exchange Act”)) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act). Merger Sub expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition or modify the terms of the Offer in any manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive, amend or modify the Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Company Common Stock, (v) except as mutually otherwise provided in this Section 1.01(a), terminate, or extend or otherwise amend or modify the expiration date of, the Offer, (vi) change the form or terms of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Company Common Stock or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (A) extend the Offer for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed to by Parent and the parties in writingCompany), if at the scheduled expiration date of the Offer any of the Offer Conditions (other than the Minimum Tender Condition) shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived (irrespective of whether the Minimum Tender Condition has been satisfied) and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the SEC or the staff thereof or The Nasdaq Global Market (“Nasdaq”) applicable to the Offer; provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The term “In addition, if at the otherwise scheduled expiration date of the Offer” , each Offer Condition (other than the Minimum Tender Condition) shall include have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Merger Sub may elect to (and if so requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to), extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent), but not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company); provided that the Company shall not request Merger Sub to, and Parent shall not be required to cause Merger Sub to, extend the Offer pursuant to this sentence on more than five occasions; provided, further, that Merger Sub shall not, and shall not be required to extend the Offer beyond the Outside Date. On the terms and subject only to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as it promptly as practicable after the expiration of the Offer (which shall be the next business day after the expiration of the Offer absent extenuating circumstances) and, in any event, no more than three business days after the expiration of the Offer. The time at which Merger Sub first irrevocably accepts for purchase the shares of Company Common Stock tendered in the Offer is referred to as the “Offer Closing Time.” The Offer may not be terminated or withdrawn prior to its expiration date (as such expiration date may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.01(a)), unless this Agreement is validly terminated in accordance with Section 8.01. The Offeror If this Agreement is validly terminated in accordance with Section 8.01, Merger Sub shall promptly terminate the Offer and Caza return, and shall cooperate in making cause any depository acting on a timely basis any filings with respect behalf of Merger Sub to return, all tendered shares of Company Common Stock to the Offer, including amendments thereafter as required by Securities Laws or Lawsregistered holders thereof. The Offer Nothing contained in this Section 1.01(a) shall be prepared affect any termination rights set forth in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedSection 8.01.

The Offer. (a) Subject to the other terms hereof and provided that this Agreement shall not have been terminated in accordance with SECTION 6.01, the Company, as promptly as is practicable after the date hereof but in any event not later than 30 days after the date hereof, shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "EXCHANGE ACT")) and will pursue an exchange offer (the "OFFER") to acquire all of the issued and outstanding Old Notes on the basis that the exchanging holders of Old Notes shall share ratably, according to the principal amount of Old Notes exchanged by each such holder in relation to the aggregate principal amount of Old Notes exchanged by all holders of Old Notes tendering their Old Notes pursuant to the Offer, of (i) $35,000,000 principal amount of the Company's Senior Subordinated PIK Notes due 2007 (the "NEW NOTES") to be issued under an indenture to be in form and substance satisfactory to the Company and the Holders, and (ii) shares of the Company's capital stock (either common or convertible preferred stock having the designations and preferences agreed to among the Company and the Holders) (the "NEW STOCK")), in either case, entitling the noteholders participating in the Offer to 90% of the voting control and rights to distributions in respect of the Company. In connection with the Offer, the Company agrees to solicit consents (the "CONSENT SOLICITATION") to an amendment of the Indenture dated as of March 30, 1999 (the "OLD INDENTURE") by and among the Company, the guarantors named therein and State Street Bank and Trust Company, as trustee, to be in form and substance satisfactory to the Company and the Holders, waiving current defaults under, and substantially modifying the covenants and restrictions under, the Old Indenture (such amendment being the "INDENTURE AMENDMENT"). The Offeror shallCompany shall not waive any condition to, subject to or make any changes in the terms and conditions of, the Offer or the Plan (as defined below) without the unanimous consent of this Agreementthe Holders; PROVIDED, make an offer HOWEVER, the Offer may be extended by the Company to any date on or before June 30, 2002 (the “Offer”"FINAL EXPIRATION DATE") if (x) immediately prior to purchase all the expiration of the outstanding Caza Shares Offer any condition to the Offer shall not be satisfied and (including any Caza Shares y) the Board of Directors of the Company (the "BOARD OF DIRECTORS") determines there is a reasonable basis to believe that are issued after such condition could be satisfied within such period; PROVIDED FURTHER that the Company shall extend the Offer at the request of the Holders from time to time to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and prior subject to the Expiry Time on foregoing right to extend the exercise or surrender of Caza Options or Caza WarrantsOffer, the Company shall issue the New Notes and the New Stock in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Company accepts Old Notes for exchange under the Offer (the "CONSUMMATION DATE"), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made conducted in accordance with this Agreement, Securities Laws such a manner that the issuance of the New Notes and applicable Law, and New Stock shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy exempt from registration under Section 4(2) of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding Securities Act of 1933, as amended (the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated"SECURITIES ACT").

The Offer. (a) The Offeror shallAs promptly as reasonably practicable, subject to and in any event no later than ten (10) Business Days of the terms and conditions date of this Agreement, make Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) an offer (the “Offer”) to purchase all outstanding shares of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Company Common Stock at the Offer Price. The obligations of Merger Sub, and prior of Parent to cause Merger Sub, to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the satisfaction or waiver by Merger Sub of the conditions set forth in Schedule Annex A hereto (the “Offer Conditions”). Merger Sub expressly reserves the right, in its sole discretion, to waive any Offer Condition in whole or in part, at any time or from time to time, or to modify the terms or conditions of the Offer, except that, without the written consent of the Company, Merger Sub shall not, and such other conditions as mutually agreed to by the parties in writing. The term “Offer” Parent shall include not permit Merger Sub to, (i) reduce the Offer as it may be amendedPrice, varied or extended (ii) change the form of consideration payable in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect the Offer, (iii) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (iv) waive or change the Minimum Condition or the Termination Condition (each as required by Securities Laws or Laws. The Offer shall be prepared defined in the English language. Notwithstanding the foregoingAnnex A), (v) add to the Offer may provide that Conditions, (vi) terminate, or extend or otherwise amend or modify the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoingexcept as required or permitted by Section 1.1(b) or (vii) amend, modify or supplement any Offer Condition or any term of the Offer may provide set forth in this Agreement in a manner (other than in an immaterial manner) adverse to the holders of Company Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be tendered in the Offer; provided, that the Offer is only being made in jurisdictions where Company shall be permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement tender Company Common Stock held or similar document beneficially owned by the Offeror, result Company pursuant to or in the imposition respect of any reporting a Company Plan or a trust that relates to obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany Plan.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Article IX, and subject to the terms prior satisfaction or waiver (if and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on extent that such waiver is permitted by the exercise or surrender GRAMF) of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A Annex II hereto and such Section 4.2(c), as promptly as practicable, Holdco shall (or shall cause another direct or indirect wholly owned Subsidiary of Holdco to) file the Offer with (i) the French Financial Market Authority (AUTORITE DES MARCHES FINANCIERS) (the "AMF") within the meaning of the General Rules of the AMF, as may be amended from time to time (the "GRAMF", which term shall be deemed to include any other conditions as mutually agreed to relevant rules, instructions and/or recommendations of the AMF), and (ii) Belgian Banking, Finance, and Insurance Commission (COMMISSION BANCAIRE, FINANCIERE, ET DES ASSURANCES) (the "CBFA"). Following approval by the parties in writing. The term “Offer” shall include AMF of the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to terms of the Offer, including amendments thereafter as required the Tender Offer Prospectus filed by Securities Laws or Laws. The Holdco (NOTE D'INFORMATION) and the Tender Offer Prospectus filed by Euronext (NOTE EN REPONSE), Holdco shall be prepared in commence, within the English language. Notwithstanding meaning of the foregoingGRAMF and the relevant Belgian regulations, the Offer may provide that to exchange each Euronext Share for 0.98 of a share of Holdco Common Stock (the "STANDARD STOCK AMOUNT") and (euro)21.32 in cash (the "STANDARD CASH AMOUNT" and, together with the Standard Stock Amount, the "MIXED OFFER CONSIDERATION" (OFFRE MIXTE PRINCIPALE)) with an option to receive in the Offer is only being made (including in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaany subsequent offering period (PERIODE DE REOUVERTURE DE L'OFFRE)), its counsel and its financial advisors with a draft copy in lieu of the Mixed Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoingConsideration, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result Stock Election Consideration (in the imposition of any reporting obligations on OFFRE D'ECHANGE SUBSIDIAIRE) or the Offeror Cash Election Consideration (in such jurisdiction or result in any material cost the OFFRE D'ACHAT SUBSIDIAIRE), as each may be adjusted pursuant to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Sharesthis Section 1.1. In calculating such fractional interestthe event that Holdco shall cause a Subsidiary of Holdco to file and commence the Offer, all Caza Shares held by a registered holder each reference to Holdco in this Article I and ANNEXES II and III shall be aggregateddeemed, where applicable, to refer to such Subsidiary. For the avoidance of doubt, none of the Mixed Offer Consideration, the Stock Election Consideration or the Cash Election Consideration shall be reduced as a result of the payment by Euronext of the Special Euronext Distribution.

The Offer. (a) The Offeror Subject to the conditions set forth in Exhibit 1, Merger Sub shall, subject to as promptly as practicable and in no event later than ten (10) Business Days after the terms and conditions date hereof, commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended (the “Offer”"Exchange Act")) a tender offer to purchase all of the outstanding Caza Shares shares of common stock, par value $0.0001 per share of the Company (including the "Shares") at a price of $0.20 per Share in cash, net to the seller but subject to any Caza Shares that are issued after required withholding of Taxes (as required by Section 4.2(g)) (such tender offer and price, the date "Offer" and the "Offer Price," respectively). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and prior accept for payment, and pay for, any Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingExhibit 1. The term “Offer” initial expiration date of the Offer shall include be midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial "Expiration Date" and any expiration time and date established pursuant to an extension of the Offer as it may be amended, varied or so extended in accordance with this Agreement, also an "Expiration Date"). The Offeror Merger Sub expressly reserves the right (i) if the Minimum Tender Condition (as defined in Exhibit 1) has not been satisfied or if a Change of Recommendation has been made, to increase the Offer Price and Caza (ii) to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall cooperate not (u) reduce the number of Shares subject to the Offer, (v) reduce the Offer Price, (w) modify or amend the Minimum Tender Condition, (x) add to the conditions set forth in making Exhibit 1 or modify or amend any condition set forth in Exhibit 1 in any manner adverse to the holders of Shares or which would reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the Offer by Parent or Merger Sub, (y) except as otherwise provided in this Section 1.1(a), extend the Offer or (z) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (A) extend the Offer for one or more consecutive increments of not more than ten Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub's obligation to purchase Shares are not satisfied or waived, (B) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or (C) make available a "subsequent offering period" in accordance with Exchange Act Rule 14d-11. In addition, if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten Business Days each until the earlier of the termination of this Agreement in accordance with its terms and the date that is the thirtieth (30th) Business Day after the commencement of the Offer (the initial "Outside Date," provided that Parent may, in its sole discretion, extend the Outside Date by providing written notice to the Company, provided further that Parent may not extend such date beyond May 30, 2008, also an "Outside Date"). In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly, own more than 90% of the outstanding Shares. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer, and, in any event, in compliance with Rule 14e-1 under the Exchange Act (the date of acceptance and payment for Shares validly tendered and not withdrawn pursuant to the Offer, the "Purchase Date"). Without the prior written consent of the Company (which it may withhold in its sole discretion), Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or pay for any Shares in the Offer if, as a result, Merger Sub would acquire 50% or less of the aggregate number of Shares outstanding at the time of the expiration of the Offer. For purposes of this Agreement, the term "Business Day" shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act. On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act , a Tender Offer Statement on a timely basis any filings Schedule TO with respect to the Offer, including which shall contain an offer to purchase the Shares and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereafter thereto, the "Offer Documents") and shall cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by the applicable federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the "Securities Laws or Laws"). The Offer Documents shall be prepared comply in all material respects with the Securities Laws. Each of Parent, Merger Sub and the Company agrees to use all reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by it for use in the English languageOffer Documents if and to the extent that such information is or shall become false or misleading in any material respect or as otherwise required by the Securities Laws. Notwithstanding the foregoing, Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer may provide that Documents and to cause the Offer is only being made Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in jurisdictions where permitted each case as and to the extent required by applicable lawthe Securities Laws. The Offeror Parent and Merger Sub shall provide Caza, its counsel and its financial advisors with a draft copy deliver copies of the proposed form of the Offer Documents prior to their finalization the Company, and mailing for their the Company and its counsel shall be given an opportunity to review and comment. Notwithstanding the foregoing, comment on the Offer may Documents (including any amendments or supplements thereto), in each case, within a reasonable time before they are filed with the SEC or disseminated to the holders of Shares. Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel receive from the SEC or its staff with respect to the Offer is only being made in jurisdictions where permitted and that Documents promptly after the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws receipt of such jurisdiction comments and provided shall give the Company a reasonable opportunity to review and comment on any written or oral responses to such distribution does not require comments. Parent and Merger Sub agree to use all reasonable best efforts to respond promptly to any comments of the filing SEC or its staff with respect to the Offer Documents. In connection with the Offer, Parent shall at its expense engage an information agent of any prospectus, registration statement or similar document by national reputation reasonably acceptable to the Offeror, result Company. The Company hereby consents to the inclusion in the imposition Offer Documents of any reporting obligations on the Offeror recommendations of the board of directors of the Company (the "Company Board") described in Section 5.1(c)(ii), as such jurisdiction or result recommendations may be amended and until such recommendations may be withdrawn, in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held each case as permitted by a registered holder shall be aggregatedthis Agreement.

The Offer. Section 1.1 The Offer. (a) The Offeror Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1 and (ii) none of the events set forth in Annex I hereto shall have occurred or be existing and not have been waived, Merger Subsidiary shall, not later than five business days from the first public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) accepted by Merger Subsidiary in accordance with the Offer shall be purchased for $1.80, net to the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall have simultaneously accepted for payment Notes in each of the Notes Tender Offers, and (iii) that the other conditions set forth in Annex I hereto shall have been satisfied or waived. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or amends any other term of the Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond December 28, 2001 (except that Parent may extend the expiration date of the Offer after December 28, 2001 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of this Agreementthe Offer, make an offer Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer. In addition, Merger Subsidiary may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act"), of not more than 20 business days to meet the objective (which is not a condition to the Offer”) to purchase all that there be validly tendered, in accordance with the terms of the outstanding Caza Shares (including any Caza Shares that are issued after Offer, prior to the expiration date of the Offer (as so extended) and prior to the Expiry Time on the exercise or surrender not withdrawn a number of Caza Options or Caza Warrants)Shares, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance which together with this AgreementShares then owned by Parent and Merger Subsidiary, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy represents at least 90% of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Fully Diluted Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject Issuer agrees to use commercially reasonable efforts to promptly commence and consummate an exchange offer for any and all of the terms and conditions of this Agreement, make an offer Bonds (the “Offer”) to purchase all of effectuate the outstanding Caza Shares New Rate, which Offer shall not be subject to a minimum condition. Prior to commencement, Sirius, the Issuer and the Initial Holders (including any Caza Shares that are issued after as defined below) will determine in good faith whether the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance conducted pursuant to Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption therefrom and whether compliance with this Agreementall or any portion of Section 14 of the Securities Exchange Act of 1934, Securities Laws as amended, is required. Absent an alternative agreement by Sirius, the Issuer and applicable Lawthe Initial Holders, and the Offer shall be subject only conducted pursuant to Section 5 of the conditions set forth Securities Act and in Schedule A hereto and such compliance with Section 14 of the Securities Exchange Act. Once commenced, the Issuer shall not otherwise amend, modify, terminate or withdraw the Offer other conditions as mutually agreed than pursuant to by the parties in writingthis Agreement or to otherwise comply with law. The term “Bond Indenture” as used in this Agreement also refers to any supplemental indenture or new indenture, and the term “Bonds” also refers to any bonds issued in exchange for the Bonds, all as may be utilized to effectuate the Offer” . The new indenture, indenture amendment, or indenture supplement and the requirement to pay the New Rate will become effective if and only if the Merger is consummated. The Issuer shall include comply with all applicable laws and any applicable contracts in effecting the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedtransactions contemplated thereby.

The Offer. Subject to the provisions of this Agreement and this Agreement not having been terminated, if the Thermalloy Agreement is terminated prior to the Company's consummation of the transactions contemplated thereby, then Merger Sub may, upon written notice to the Company (athe "Purchaser Notice"), and shall if the Company so requests in writing (the "Company Request") (and the Purchaser shall cause Merger Sub to), commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as promptly as practicable but in no event later than five business days after giving the Purchaser Notice or receiving the Company Request, an offer to purchase all of the outstanding shares of Common Stock at a price (the "Offer Consideration") of $24.50 per share of Common Stock net to the seller in cash (the "Offer"). Subject to the conditions set forth in EXHIBIT A, Merger Sub shall not withdraw the Offer and shall purchase all Common Stock duly tendered and not withdrawn. The Offeror shallobligation of Merger Sub to, and of Purchaser to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the condition that there shall have been validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of shares of Common Stock which, together with the shares then owned by Purchaser or Merger Sub, represents at least a majority of the shares of Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), and to the other conditions set forth in Exhibit A to this Agreement and subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all . For purposes of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making "on a timely basis fully diluted basis" means, as of any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoingdate, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interestshares of Common Stock outstanding, all Caza Shares held by a registered holder shall be aggregated.together with the number of shares of Common Stock the Company is then required to issue pursuant to obligations outstanding at that date under the Stock Option Plans or otherwise

The Offer. The Offer, which will be made on the terms and subject to the conditions summarised below and in Appendix I to this announcement, and to the further terms which will be set out in full in the Offer Document and the accompanying Acceptance Form(s), will be made on the following basis: for each Sema Share 560 xxxxx in cash for each Sema ADS (aeach ADS represents 1,120 xxxxx in cash 2 Sema Shares) The Offeror shallOffer will extend, subject to the terms and conditions of this Agreementto be set out in the Offer Document and Acceptance Form(s), make to all Sema Shares unconditionally allotted or issued on the date on which the Offer is made and any further Sema Shares unconditionally allotted or issued while the Offer remains open for acceptance (or such earlier date as Schlumberger Investments may, subject to the Code, decide). In conjunction with the offer being made to Sema Shareholders an offer is being made to holders of Sema ADSs to tender the Sema Shares underlying such ADSs into the Offer. The Sema Shares will be acquired by Schlumberger Investments pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid hereafter. If sufficient acceptances are received and/or sufficient Sema Shares are otherwise acquired, Schlumberger Investments intends to apply the “Offer”provisions of Sections 428 to 430F (inclusive) to purchase all of the Act to acquire compulsorily any outstanding Caza Sema Shares (including any Caza to which the Offer relates. When the Offer becomes or is declared unconditional in all respects, Schlumberger Investments intends to procure the making of an application by Sema for the removal of Sema Shares from the Official List and for the cancellation of trading in Sema Shares on the London Stock Exchange's market for listed securities. It is anticipated that are issued cancellation of listing and trading will take effect no earlier than 20 business days after the date Offer becomes or is declared unconditional in all respects. Schlumberger Investments would also intend to apply for de-listing of the Offer Sema Securities from the Nasdaq National Market and prior to from Euronext Paris. Such de-listings and cancellation would significantly reduce the Expiry Time on the exercise or surrender liquidity and marketability of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, any Sema Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect not assented to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable (and in any event on or prior to February 7, 2017) after the execution of the Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15—"Conditions of the Offer" of this Offer to Purchase, Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer promptly after Purchaser is legally permitted to do so under applicable law in accordance with the Exchange Act. Textron and Purchaser expressly reserve the right to waive (where permitted by applicable law), in their sole discretion, in whole or in part, any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that, unless otherwise contemplated by the Merger Agreement or as previously approved by Arctic Cat in writing, Purchaser is not permitted to (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares sought to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Section 15—"Conditions of the Offer" in a manner materially adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with the Merger Agreement. 38 The Merger Agreement provides that Purchaser: • will extend the Offer for any period or periods required by applicable law or applicable rules, regulations, interpretations or positions of the SEC or its staff, as well as any of the rules and regulations, including listing standards, of NASDAQ or any other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded; and • unless the Offer is terminated in accordance with the Merger Agreement, in the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived as of any then scheduled Expiration Date, Purchaser may, in its sole discretion, extend the Offer for successive extension periods of not more than twenty (20) business days each in order to permit the satisfaction of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase. The Merger Agreement further provides that, unless the Offer is terminated in accordance with the Merger Agreement, in the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived by Purchaser or Textron as of any then scheduled Expiration Date, and the Arctic Cat Board has not effected an Adverse Recommendation Change (as defined below), Arctic Cat may, in its sole discretion and by written notice at least two (2) business days prior to the then scheduled Expiration Date, request that Purchaser extend the Offer for one period of ten (10) business days until all of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are satisfied or, where permitted by applicable law, validly waived by Purchaser or Textron. In no event will Purchaser be required to extend the Offer beyond the earlier to occur of (a) the date the Merger Agreement is terminated in accordance with its terms or (b) May 24, 2017. The Offeror shallforegoing paragraphs will not be deemed to impair, subject limit or otherwise restrict in any manner Textron's rights to terminate the Merger Agreement in accordance with its terms. After acceptance for payment of Shares in the Offer, if Textron and Purchaser, directly or indirectly, do not hold, in the aggregate, at least 90% of the outstanding Shares so as to permit Purchaser to consummate the Merger as a "short-form" merger pursuant to Section 302A.621 of the MBCA, then Purchaser will provide the Subsequent Offering Period in accordance with Rule 14d-11 under the Exchange Act of not less than three (3) nor more than twenty (20) business days as determined in the sole discretion of Textron or Purchaser. Subject to the terms and conditions of the Merger Agreement and the Offer, Purchaser will immediately accept for payment and pay for all Shares validly tendered in the Offer during any such Subsequent Offering Period and such Shares cannot be withdrawn. Textron will provide or cause to be provided to Purchaser the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. If Purchaser exercises the Top Up Option (as described below), it will not be required to provide for the Subsequent Offering Period. Purchaser will not terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of Arctic Cat, except if the Merger Agreement has been terminated pursuant to its terms. If the Merger Agreement is terminated pursuant to its terms, then Purchaser is required to promptly (and in any event within forty-eight (48) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is terminated pursuant to its terms prior to the purchase of Shares in the Offer, Purchaser will promptly return and will cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares to the registered holders thereof. Textron and Purchaser will timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the transactions contemplated by the Merger Agreement required to be filed pursuant to Chapter 80B of the Minnesota Statutes and will disseminate to the holders of Shares via this Offer to Purchase and the other documents related thereto the information set forth in any such registration statement to the extent and within the time period required by Chapter 80B of the Minnesota Statutes. Arctic Cat Board of Directors Pursuant to the Merger Agreement, make an offer effective immediately after the Acceptance Time, and at all times thereafter, subject to compliance with the provisions of the Restated Articles of Incorporation of Arctic Cat, the Amended and Restated Bylaws of Arctic Cat, applicable law and the Listing Rules of the NASDAQ, Textron will be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Arctic Cat Board as is equal to the product of the total number of directors on the Arctic Cat Board (giving effect to the “Offer”directors elected or designated by Textron pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Textron, Purchaser or any of their respective affiliates bears to purchase all the total number of Shares then outstanding. Textron will be entitled to designate at least a majority of the directors on the Arctic Cat Board as long as Textron, Purchaser and their affiliates beneficially own a majority of the outstanding Caza Shares (Shares. Arctic Cat has agreed to take all actions as are necessary to enable Textron's designees to be elected or designated to the Arctic Cat Board, including any Caza Shares that are issued after increasing the date size of the Offer Arctic Cat Board and seeking and accepting the resignations of its incumbent directors. Prior to the Effective Time, notwithstanding the above obligations with respect to Textron's designees, the Arctic Cat Board will always have at least two (2) members who are not officers, directors, employees or designees of Textron or Purchaser or any of their affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two (2) prior to the Expiry Time Effective Time, the remaining director who is not a Purchaser Insider will be entitled to designate a person to fill such vacancy who is not a Purchaser Insider and who will be a director not deemed to be a Purchaser Insider for all purposes of the Merger Agreement, and Arctic Cat will cause such designee to be appointed to the Arctic Cat Board. If the number of directors who are not Purchaser Insiders is reduced to zero, then the other directors on the exercise Arctic Cat Board will designate and appoint to the Arctic Cat Board two (2) directors who are not officers, directors, employees or surrender otherwise affiliated with Textron or Purchaser (other than as a result of Caza Options or Caza Warrantssuch designation), . Arctic Cat will also use its reasonable best efforts to cause individuals designated by Textron to constitute the same percentage as persons designated by Textron on the basis Arctic Cat Board of 0.16 (i) each committee of an Offeror Share for the Arctic Cat Board, (ii) each Caza Share. The Offer shall be made board of directors (or other similar body) of each subsidiary of Arctic Cat and (iii) each committee of each such board, in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject each case only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where extent permitted by applicable law. The Offeror shall provide CazaAfter Textron's designees are elected or appointed to the Arctic Cat Board and prior to the Effective Time, its counsel and its financial advisors with the approval of a draft copy majority of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding directors of Arctic Cat then in office who are not Purchaser Insiders (or the foregoing, approval or direction of the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall sole director if there will only be distributed one (1) director then in office who is not a Purchaser Insider) is required, and such approval will constitute the authorization of the Arctic Cat Board and no other action on the part of Arctic Cat, including any action by any other director of Arctic Cat, will be required to holders of Caza Shares outside of Canada if authorize any such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require action, for Arctic Cat to: • amend or terminate the filing Merger Agreement; • extend the time for performance of any prospectus, registration statement obligation or similar document action by Textron or Purchaser under the Offeror, result in Merger Agreement; or • waive or enforce any of Arctic Cat's rights or any of the imposition obligations of any reporting obligations on Textron or Purchaser under the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedMerger Agreement.

The Offer. (a) The Offeror shallAs promptly as practicable after the public announcement of the execution hereof, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of the Company ("Company Common Stock") (including the related rights (the "Company Rights") to purchase the Company's Series A Junior Participating Preferred Stock, par value $.01 per share ("Company Junior Preferred Stock"), pursuant to the Rights Agreement, dated as of January 1, 1996 (as amended, the "Company Rights Plan"), between the Company and Chicago Trust Company of New York, as rights agent), at a price of $13.75 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to the terms conditions set forth in Annex A hereto. The date on which the Offer commences (within the meaning of Rule 14d-2 under the Exchange Act) shall hereinafter be referred to as the "Offer Date." The obligations of Purchaser to commence the Offer and conditions of this Agreement, make an offer (to accept for payment and to pay for any Shares validly tendered on or prior to the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date expiration of the Offer and not withdrawn shall be subject only to there being validly tendered and not withdrawn immediately prior to the Expiry Time expiration of the Offer that number of Shares that represents at least a majority of the outstanding shares of Company Common Stock on a fully-diluted basis (including without limitation all shares issuable upon the conversion of any convertible securities or upon exercise of any options, warrants or surrender of Caza Options or Caza Warrants), on other rights) (the basis of 0.16 of an Offeror Share for each Caza Share"Minimum Condition") and to the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in accordance with this Agreement, Securities Laws Agreement and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and hereto. Purchaser expressly reserves the right to waive any such other conditions as mutually agreed condition, to by increase the parties price per Share payable in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made that decreases the price per Share payable in the Offer or Lawsreduces the maximum number of Shares to be purchased in the Offer or imposes conditions to the Offer in addition to those set forth in Annex A hereto or increases the Minimum Condition. The date on which Purchaser shall purchase and pay for Shares tendered pursuant to the Offer shall hereinafter be prepared in referred to as the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated"Purchase Date."