Common use of Acceptance for Payment and Payment for Shares Clause in Contracts

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules of the SEC, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer offer (including, if the Offer offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser AerFi Sverige will accept for payment and will pay for for, all Shares Indigo shares validly tendered before the expiration date and not properly withdrawn on or prior to the Expiration Date withdrawn, promptly after the Expiration Date provided that latest to occur of the expiration date and the satisfaction or waiver of the conditions to the offer described in "The Tender Offer -- Certain Conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration DateOffer". In additionall cases, subject to applicable rules payment for Indigo shares tendered and accepted under the offer will be made only after the depositary receives: o the Indigo share certificates or timely confirmation of a book-entry transfer of those Indigo shares into the depositary's account at The Depository Trust Company under the procedures described in "The Tender Offer -- Procedures for Accepting the Offer and Tendering Shares"; o the letter of transmittal properly completed and executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined below) in lieu of the SEC, letter of transmittal; and o any other documents required under the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt letter of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tenderedtransmittal. For purposes of the Offeroffer, the Purchaser AerFi Sverige will be deemed to have accepted for payment (and thereby purchased) Shares Indigo shares validly tendered and not properly withdrawn ifas, as if and when the Purchaser AerFi Sverige gives oral or written notice to the Depositary depositary of its AerFi Sverige's acceptance of such Shares for payment pursuant to of those Indigo shares under the Offeroffer. Upon the terms and subject to the conditions of the Offeroffer, payment for Shares Indigo shares accepted for payment pursuant to under the Offer offer will be made by deposit of the purchase price therefor with the Depositarydepositary, which will act as agent for tendering stockholders shareholders for the purpose of receiving payments from the Purchaser AerFi Sverige and transmitting those payments to stockholders tendering shareholders whose Shares Indigo shares have been accepted for payment. In all casesBUYER WILL NOT PAY INTEREST ON THE PURCHASE PRICE FOR SHARES, payment for Shares REGARDLESS OF ANY DELAY IN MAKING THAT PAYMENT. If any tendered and Indigo shares are not accepted for payment pursuant for any reason under the terms and conditions of the offer, or if Indigo share certificates are submitted evidencing more Indigo shares than are tendered, Indigo share certificates evidencing unpurchased Indigo shares will be returned, without expense to the Offer will be made only after timely receipt tendering stockholder (or, in the case of Indigo shares tendered by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositarydepositary's account at The Depository Trust Company (under the procedure described in "Book-Entry Transfer FacilityThe Tender Offer -- Procedures for Accepting the Offer and Tendering Shares") pursuant , those Indigo shares will be credited to an account maintained at The Depository Trust Company), as promptly as practicable following the procedures set forth expiration or termination of the offer. If, before the expiration date, AerFi Sverige increases the consideration offered to any holders of Indigo shares under the offer, that increased consideration will be paid to all holders of Indigo shares that are purchased under the offer, whether or not those Indigo shares were tendered before that increase in Section 3consideration. AerFi Sverige reserves the right to transfer or assign, (ii) in whole or from time to time in part, to one or more of its affiliates, the Letter right to purchase all or any portion of Transmittal the Indigo shares tendered under the offer, but any such transaction or assignment will not relieve AerFi Sverige of its obligations under the offer and will in no way prejudice the rights of tendering shareholders to receive payment for Indigo shares validly tendered and accepted for payment under the offer. Procedures for Accepting the Offer and Tendering Shares In order for a holder of Indigo shares to validly tender Indigo shares under the offer, the letter of transmittal (or a facsimile thereof), properly completed and duly executed executed, together with any required signature guaranteesguarantees (or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfer, an Agent's Message in lieu of the letter of transmittal) and (iii) any other documents required by the Letter letter of Transmittal. For a description transmittal, must be received by the depositary at one of its addresses listed on the back cover of this document and either: o the Indigo share certificates evidencing tendered Indigo shares must be received by the depositary at that address or those Indigo shares must be tendered under the procedure for book-entry transfer described below and a book-entry confirmation must be received by the depositary (including an Agent's Message if the tendering Shares pursuant to shareholder has not delivered a letter of transmittal), in each case before the Offerexpiration date, see Section 3.or

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and will pay for and, as soon as permitted after the Expiration Date, purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules of the SECCommission, the Purchaser expressly reserves the right to delay acceptance for payment of, of or payment forfor Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation of the Offer, Shares pending receipt of any regulatory approvals specified in including the HSR Act and similar German laws, see Section 15. If there is a Subsequent Offering PeriodIn all cases, all payment for Shares tendered during the Subsequent Offering Period will be immediately and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares ("Share Certificates") or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures set forth in Section 3; (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and paid for duly executed, with any required signature guarantees, or an Agent's Message (as they are tendereddefined below) in connection with a book-entry transfer; and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when the Purchaser gives oral or written notice to the Depositary of its Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders Stockholders for the purpose of receiving payments from the Purchaser and transmitting those such payments to stockholders Stockholders whose Shares have been accepted for payment. In all casesUpon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If, for any reason whatsoever, acceptance for payment of or payment for any Shares validly tendered and accepted for payment pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares, and such Shares may not be withdrawn except to the extent that the tendering Stockholder is entitled to and duly exercises withdrawal rights as described in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be made only after timely receipt returned without expense to the tendering Stockholder (or, in the case of Shares tendered by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "a Book-Entry Transfer Facility") Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (ii) within the Letter meaning of Transmittal (or a facsimile thereofRule 14d-1(c), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transferthe Offer, but Parent shall remain responsible for the performance of such bidder and (iii) any other documents required by will in no way prejudice the Letter rights of Transmittal. For a description of the procedure tendering Stockholders to receive payment for tendering Shares validly tendered and accepted for payment pursuant to the Offer, see Section . 3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the satisfaction or waiver of all the conditions to the Offer described in Section 15 – “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will promptly pay for all Shares validly tendered and not properly validly withdrawn pursuant to the Offer on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to applicable rules and in compliance with the requirements of Rule 14d-11(e) under the SECExchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser we expressly reserves reserve the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law, or payment forincluding, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offerwithout limitation, the Purchaser HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the Share certificates evidencing such tendered Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, those Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth in Section 3, 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date and not properly withdrawn pursuant to the Offer promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior Date. Subject to the Expiration Date. In additionMerger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, subject to applicable rules of the SEC, the Purchaser expressly reserves the right to delay acceptance payment for payment of, Shares in order to comply in whole or payment for, Shares pending receipt of in part with any applicable law. For information with respect to any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during we are required to obtain prior to the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes completion of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. see Section 16--"Certain Legal Matters; Regulatory Approvals." In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) of: - the certificates evidencing such Shares (the "Share Certificates"), ) or timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 33 of this Offer to Purchase, (ii) the - a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's Message (as defined belowbelow in Section 3 of this Offer to Purchase) in connection with a book-entry transferlieu of the Letter of Transmittal, and (iii) - any other documents required by the Letter of Transmittal. For a description purposes of the procedure Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance of such Shares for payment pursuant to the Offer. Payment for Shares so accepted will be made by the deposit of the Share Offer Price for those Shares with the Depositary, which will act as paying agent for tendering shareholders for the purpose of receiving payment from Purchaser and transmitting such payment to tendering shareholders. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or Purchaser is unable to accept for payment Shares tendered pursuant to the Offer, see then, without prejudice to Purchaser's rights under Section 31 of this Offer to Purchase, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering shareholders are entitled to withdrawal rights as described in Section 4 of this Offer to Purchase, and as otherwise required by Rule 14e-1(c) under the Exchange Act. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE SHARE OFFER PRICE, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedure set forth in Section 3 of this Offer to Purchase, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), as promptly as practicable following the expiration, termination or withdrawal of the Offer. Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer. Any such transaction or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the later of (a) the Expiration Date provided that and (b) the satisfaction or waiver of the conditions of to the Offer set forth in Section 14 have been satisfied or waived prior to 13—“Conditions of the Expiration Date. Offer.” In addition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the SEC, the Purchaser expressly reserves we reserve the right to delay acceptance for payment of, or payment for, Shares Shares, pending receipt of any regulatory or governmental approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during 15—“Certain Legal Matters.” For information with respect to approvals that we are or may be required to obtain prior to the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes completion of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. see Section 15—“Certain Legal Matters.” In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ia) the certificates evidencing representing such Shares (or confirmation of the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth in Section 3, 3—“Procedures for Tendering Shares,” (iib) the a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees (or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (iiic) any other documents required by the Letter of Transmittal. For a description of the procedure See Section 3—“Procedures for tendering Shares pursuant to the Offer, see Section 3Tendering Shares.”

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will promptly pay for all Shares validly tendered and not properly validly withdrawn pursuant to the Offer on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of Rule 14d-11(e) under the SECExchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser we expressly reserves reserve the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act or payment forany other Competition Law. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all including for Shares tendered during the Subsequent Offering Period any subsequent offering period, we will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 — "Conditions of the terms and conditions of any such extension or amendment), the Purchaser Offer," we will accept for payment and will promptly pay for all Shares validly tendered and not properly validly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules of the SEC, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the terms and subject Exchange Act, as applicable, we expressly reserve the right to the conditions of the Offerdelay payment for Shares in order to comply in whole or in part with any applicable law or regulation. See Section 16 — "Certain Legal Matters; Regulatory Approvals." In all cases, payment we will pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), ) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's account at The Depository Trust Company (the "DTC") (such a confirmation, a "Book-Entry Transfer FacilityConfirmation") pursuant to the procedures set forth in Section 3, 3 — "Procedures for Tendering Shares," (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, guarantees and (iii) any other documents required by the Letter of Transmittal. For Transmittal or, in the case of a description book-entry transfer, an Agent's Message (as defined below) in lieu of the procedure for Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent's Message, in each case, with respect to Shares pursuant to are actually received by the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 – “Conditions of the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration Date promptly after Offer promptly. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionExchange Act, subject to applicable rules of the SECas applicable, the Purchaser we expressly reserves reserve the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period we will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's ’s account at The Depository Trust Company (the "“DTC”) (such a confirmation, a “Book-Entry Transfer Facility"Confirmation”) pursuant to the procedures set forth in Section 3, 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, guarantees and (iii) any other documents required by the Letter of Transmittal. For Transmittal or, in the case of a description book-entry transfer, an Agent’s Message (as defined below) in lieu of the procedure for Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares pursuant to are actually received by the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the conditions satisfaction or waiver of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of to the Offer set forth in Section 14 have been satisfied or waived 15 — “Conditions of the Offer,” we will accept for payment and pay for Shares validly tendered prior to the Expiration Date (and not withdrawn) promptly after the Expiration Date. In additionIf we commence a Subsequent Offering Period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such Subsequent Offering Period, subject to applicable rules and in compliance with the requirements of Rule 14d-11(e) under the SECExchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser we expressly reserves reserve the right to delay acceptance for payment of, of Shares or delay payment for, for any Share regardless of whether such Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately were theretofore accepted for payment and paid for as they are tendered. For purposes of the Offerin order to comply in whole or in part with any applicable law, including, without limitation, the Purchaser HSR Act and any other applicable laws regulating antitrust, competition or merger control laws, if applicable. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment)) and the satisfaction or earlier waiver of all the conditions to the Offer set forth in Section 15 (Certain Conditions of the Offer) of this Offer to Purchase, the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after and not properly withdrawn pursuant to the Expiration Date provided that Offer as soon as it is permitted to do so under applicable law. The Purchaser will make any determination concerning the satisfaction of the terms and conditions of the Offer set forth in Section 14 have been satisfied or waived prior Offer. Subject to the Expiration Date. In addition, subject to applicable rules of Merger Agreement and compliance with Rule 14e-1(c) under the SECExchange Act, the Purchaser expressly reserves the right to delay acceptance payment for Shares in order to comply in whole or in part with any applicable law. See Section 16 (Certain Legal Matters; Regulatory Approvals) of this Offer to Purchase. In all cases, payment of, or payment for, for Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (1) the certificates evidencing such Shares (the "Share Certificates") or confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3 (Procedures for Accepting the Offer and paid for Tendering Shares) of this Offer to Purchase, (2) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as they are tendereddefined below) in lieu of the Letter of Transmittal and (3) any other documents required by the Letter of Transmittal. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (payment, and thereby purchased) , Shares validly tendered and not properly withdrawn ifas, as if and when the Purchaser gives oral or written notice to the Depositary of its the Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those such payments to tendering stockholders whose Shares have been accepted for payment. In all casesIf the Offer is extended for a period subsequent to the Expiration Date, payment for Shares which are tendered during such period will be made by deposit of the purchase price for such Shares with the Depositary promptly after receipt of such Shares. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 1 (Terms of the Offer) of this Offer to Purchase, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 4 (Withdrawal Rights) of this Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE OFFER PRICE FOR SHARES BE PAID, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedure set forth in Section 3 (Procedures for Accepting the Offer and Tendering Shares) of this Offer to Purchase, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), as promptly as practicable following the expiration or termination of the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to Enghouse or to any wholly owned subsidiary of Enghouse, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transaction or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by Offer. Upon deposit with the Depositary of (i) funds for the certificates evidencing purpose of making payments of the Offer Price for any validly tendered Shares, the Purchaser's obligation to pay for such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant will be satisfied and any tendering stockholders must look solely to the procedures set forth Depositary for payment of any amounts owed to them in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description respect of the procedure for tendering Shares pursuant to the Offer, see Section 3tendered by them.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will promptly pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of Rule 14d-11(e) under the SECExchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser we expressly reserves reserve the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law, or payment forincluding, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offerwithout limitation, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn ifXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and when the Purchaser gives oral any other applicable foreign antitrust, competition or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offermerger control laws. Upon the terms and subject to the conditions of the OfferSee Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) except in the case of Shares held in a book-entry/direct registration account maintained by Tasty Baking’s transfer agent (a “DRS Account”) (and not through a financial institution that is a participant in the system of The Depository Trust Company (“DTC”)), the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility") DTC pursuant to the procedures set forth in Section 3, 3 — 4 Table of Contents “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), ) and provided that the Offer has not been terminated as described in Section 1—"Terms of the Offer," Purchaser will accept for payment and will promptly pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions and not properly withdrawn in accordance with Section 4—"Withdrawal Rights." For a description of our rights and obligations to extend or terminate the Offer set forth in Section 14 have been satisfied and not accept for payment or waived prior to the Expiration Date. In additionpay for Shares, subject to applicable rules of the SEC, the Purchaser expressly reserves the right or to delay acceptance for payment of, or payment for, Shares, see Section 1—"Terms of the Offer." In all cases, payment for Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment in the Offer will be made only after timely receipt by the Depositary of: • the certificates for the Shares, together with a Letter of Transmittal, properly completed and duly executed (or a manually executed facsimile thereof), with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—"Procedure for Tendering Shares," a Book-Entry Confirmation (as defined below) and either a Letter of Transmittal, properly completed and duly executed (or manually executed facsimile thereof), with any required signature guarantees, or an Agent's Message as described in Section 3—"Procedure for Tendering Shares"; and • any other documents required by the Letter of Transmittal. The Offer Price paid to any holder of Shares for as they are tenderedShares tendered in the Offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (payment, and thereby purchased) , Shares validly properly tendered to Purchaser and not properly withdrawn ifas, as if and when the Purchaser gives oral or written notice to the Depositary of its Purchaser's acceptance of such Shares for payment pursuant to of the Shares in the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to in the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments payment from the Purchaser and transmitting those payments payment to stockholders whose Shares have been accepted tendering stockholders. Under no circumstances will interest be paid on the Offer Price to be paid by Purchaser for the Shares, regardless of any extension of the Offer or any delay in making payment. In all cases, payment for If any tendered Shares tendered and are not accepted for payment pursuant for any reason, certificates representing unpurchased Shares will be returned, without expense, to the Offer will be made only after timely receipt tendering stockholder (or, in the case of Shares delivered by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company DTC (the "Book-Entry Transfer Facility") pursuant as defined below), according to the procedures set forth in Section 3, (ii) 3—"Procedure for Tendering Shares," the Letter Depositary will notify DTC of Transmittal (or a facsimile thereofPurchaser's decision not to accept the Shares and the Shares will be credited to an account maintained at DTC), properly completed and duly executed with any required signature guaranteespromptly after the expiration or termination of the Offer. If Purchaser is delayed in its acceptance for payment of, or an Agent's Message (as defined below) payment for, Shares or is unable to accept for payment or pay for Shares in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see then, without prejudice to Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 34—"Withdrawal Rights." See Section 15—"Certain Legal Matters."

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of to the Offer (including, if Purchaser extends or amends the Offer is extended or amendedOffer, the terms and conditions of any such extension the Offer as so extended or amendment)amended) and the applicable regulations of the SEC, the Purchaser will accept purchase, by accepting for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or (the date of such acceptance for payment, the “Acceptance Date”) prior to the Expiration Date Date, promptly after the Expiration Date provided that following the satisfaction or waiver of the conditions of to the Offer set forth in Section 14 have been satisfied or waived 15 — “Conditions to Purchaser’s Obligations.” If, prior to the Expiration Date. In addition, subject Purchaser increases the Offer Price, Purchaser will pay the increased Offer Price to applicable rules all stockholders of the SECCompany from whom Purchaser purchases Shares in the Offer, whether or not such Shares were tendered before the increase in price. As of the date of this Offer to Purchase, Purchaser expressly reserves has no intention 11 Table of Contents to increase the right Offer Price. Under no circumstances will Purchaser pay interest on the Offer Price paid for Shares pursuant to delay acceptance for payment ofthe Offer, or payment for, Shares pending receipt regardless of any regulatory approvals specified delay in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tenderedmaking such payment. For purposes information with respect to approvals that the Company and Purchaser are required to obtain prior to the completion of the Offer, including under the Purchaser will be deemed to have accepted for payment (HSR Act and thereby purchased) Shares validly tendered other laws and not properly withdrawn ifregulations, as see Section 16 — “Certain Regulatory and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. Legal Matters.” In all cases, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of (ia) certificates representing the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "“Book-Entry Confirmation"”) of a the book-entry transfer of such Shares, if such procedure is available, the Shares into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares”; (iib) the appropriate Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed executed, with any required signature guarantees, guarantees or an Agent's ’s Message (as defined below) in connection with a book-entry transfer, ; and (iiic) any other documents required by that the related Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3Transmittal requires.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of to the Offer (including, if Purchaser extends or amends the Offer is extended or amendedOffer, the terms and conditions of any such extension the Offer as so extended or amendment)amended) and the applicable regulations of the SEC, the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that and the satisfaction or waiver of the conditions of to the Offer set forth in Section 14 have been satisfied or waived prior 15 — “Conditions to Purchaser’s Obligations” (the date of such acceptance for payment, the “Acceptance Date”). Subject to the Expiration Date. In addition, subject to applicable rules terms of the SECMerger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay acceptance for payment of, or and thereby delay payment for, Shares pending receipt until satisfaction of all conditions to the Offer relating to governmental or regulatory approvals. If, prior to the Expiration Date, Purchaser increases the Offer Price, Purchaser will pay the increased Offer Price to all stockholders of the Company from whom Purchaser purchases Shares in the Offer, whether such Shares were tendered before or after the increase in price. As of the date of this Offer to Purchase, Purchaser has no intention to increase the Offer Price. Under no circumstances will Purchaser pay interest on the Offer Price paid for Shares pursuant to the Offer, regardless of any regulatory approvals specified delay in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tenderedmaking such payment. For purposes information with respect to approvals that the Company and Purchaser are required to obtain prior to the completion of the Offer, the Purchaser will be deemed to have accepted for payment (see Section 16 — “Certain Regulatory and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. Legal Matters.” In all cases, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of (ia) certificates representing the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "“Book-Entry Confirmation"”) Table of a Contents of the book-entry transfer of such Shares, if such procedure is available, the Shares into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares”; (iib) the appropriate Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed executed, with any required signature guarantees, guarantees or an Agent's ’s Message (as defined below) in connection with a book-entry transfer, ; and (iiic) any other documents required by that the related Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3Transmittal requires.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms of the Offer and the Merger Agreement and subject to the conditions satisfaction or waiver of all of the Offer (including, if Conditions set forth in Section 15 — “Conditions of the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior pursuant to the Offer as promptly as practicable after the scheduled Expiration Date promptly Time and, in any event, not more than three business days after the Expiration Date provided that Time (the conditions date and time of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules of the SECacceptance for payment, the Purchaser “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserves reserve the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant in order to the Offer will be made by deposit of the purchase price therefor comply in whole or in part with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for paymentany applicable law or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's ’s account at The Depository Trust Company (the "“DTC”) (such a confirmation, a “Book-Entry Transfer Facility"Confirmation”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed executed, with any required signature guaranteesguarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal. For a description of Transmittal or the procedure for tendering Shares pursuant Depositary, in each case prior to the OfferExpiration Time. Accordingly, see Section 3tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject ​ Subject to the conditions of the Offer satisfaction or waiver (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that extent waiver is permitted under applicable law) of all the conditions of to the Offer set forth in Section 14 have been satisfied or waived 15 — “Conditions of the Offer,” we will, prior to 9:00 a.m., New York City time, on the business day immediately after the Offer Expiration Date. In addition, subject to applicable rules of the SEC, the Purchaser expressly reserves the right to delay acceptance Time irrevocably accept for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during (and not properly withdrawn) pursuant to the Subsequent Offering Period will be immediately Offer and, promptly after the Acceptance Time (and in any event within three business days), pay for such Shares. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” ​(ii) a Letter of Transmittal, properly completed and paid duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) or Electronic Instructions (as defined below), and (iii) any other documents required by the Letter of Transmittal, the Offer Website (as defined below) (in the case where Electronic Instructions are provided) or any other customary documents required by the Depositary. See Section 3 — “Procedures for as they are tendered. Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as if and when the Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer, then Purchaser has accepted for payment and TABLE OF CONTENTS​ thereby purchased Shares validly tendered and not properly withdrawn pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payments from the Purchaser us and transmitting those such payments to stockholders whose Shares have been accepted the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for payment. In all casesShares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares tendered and are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be made only after timely receipt by returned (or new certificates for the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"not tendered will be sent), or timely confirmation without expense to the tendering stockholder (a "Book-Entry Confirmation") or, in the case of a Shares tendered by book-entry transfer of such Shares, if such procedure is available, into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility") DTC pursuant to the procedures set forth in Section 3, (ii3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC) promptly following the Letter of Transmittal (expiration or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description termination of the procedure for tendering Shares pursuant to the Offer, see Section 3.

Acceptance for Payment and Payment for Shares. Upon ​ Subject to the terms and subject to the conditions of the Offer and the Merger Agreement, and to the satisfaction or waiver (including, if to the extent permitted under the Merger Agreement) by Purchaser of the Offer is extended or amended, Conditions set forth in Section 15 — “Conditions of the terms and conditions Offer” as of any such extension or amendment)scheduled Expiration Date, Purchaser will, promptly after the Purchaser will Expiration Date, accept for payment purchase and will pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration Date Offer, as promptly as practicable (and in any event within two (2) business days) after the Expiration Date provided that Offer Acceptance Time. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the conditions of Exchange Act, as applicable, and with the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionMerger Agreement, subject to applicable rules of the SEC, the Purchaser we expressly reserves reserve the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant in order to the Offer will be made by deposit of the purchase price therefor comply in whole or in part with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for paymentany applicable law or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's ’s account at The Depository Trust Company (the "“DTC”) (such a confirmation, a “Book-Entry Transfer Facility"Confirmation”) pursuant to the procedures set forth in Section 3, (ii3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, guarantees and (iii) any other documents required by the Letter of Transmittal. For Transmittal or, in the case of a description book-entry transfer, an Agent’s Message (as described below) in lieu of the procedure for tendering Shares pursuant to the Offer, see Section 3Letter of Transmittal and such other documents.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, including if Purchaser extends or amends the Offer is extended or amendedOffer, the terms and conditions of any such extension the Offer as so extended or amendment)amended) and the applicable regulations of the SEC, the Purchaser will accept purchase, by accepting for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn (as permitted by Section 4 — “Withdrawal Rights”) on or prior to the Expiration Date Date, promptly after the Expiration Date provided that and following the satisfaction or waiver of the conditions of to the Offer set forth in Section 14 have been satisfied or waived — “Conditions of the Offer.” If Purchaser elects to effect a subsequent offering period, Purchaser will immediately accept and promptly pay for Shares as they are tendered during the subsequent offering period. For information with respect to approvals that Getinge and Purchaser must obtain prior to the Expiration Date. In addition, subject to applicable rules of the SEC, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes completion of the Offer, including under the Purchaser will be deemed to have accepted for payment (HSR Act and thereby purchased) Shares validly tendered other laws and not properly withdrawn ifregulations, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. see Section 15 — “Legal Matters; Required Regulatory Approvals.” In all cases, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of (ia) certificates representing the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a the book-entry transfer of such Shares, if such procedure is available, the Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares”; (iib) the appropriate Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed executed, with any required signature guarantees, guarantees (or an Agent's ’s Message (as defined below) in connection with a book-entry transfer, ); and (iiic) any other documents required by the Letter of Transmittal. For a description 4 Table of the procedure for tendering Shares pursuant to the Offer, see Section 3.Contents

Acceptance for Payment and Payment for Shares. ​ Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedamended in accordance with the terms of the Merger Agreement, the terms and conditions of any such TABLE OF CONTENTS​ extension or amendment), the Purchaser will accept for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the later of (i) the Expiration Date provided that and (ii) the conditions satisfaction or waiver of the Offer Conditions set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules 13 — “Conditions of the SECOffer.” In all cases, the Purchaser expressly reserves the right to delay acceptance payment for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares, an indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Shares (as defined in Section 3 below) or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (ii) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and paid duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures for as they are tendered. Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) purchased Shares validly tendered and not properly withdrawn if, as prior to the Expiration Date if and when the Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payments from the Purchaser and transmitting those such payments to stockholders whose Shares have been accepted the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for payment. In all casesShares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares tendered and are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates are submitted for more Shares than are tendered, such Shares will be made only after timely receipt by returned or credited to the Depositary of appropriate account, as applicable. Such unpurchased Shares will be returned or credited (i) or new certificates for the certificates evidencing such Shares (the "Share Certificates"not tendered will be sent), without expense to the tendering stockholder promptly following expiration or timely confirmation (a "Book-Entry Confirmation") termination of a the Offer. In the case of Shares tendered by book-entry transfer of such Shares, if such procedure is available, into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility") DTC pursuant to the procedures set forth in Section 33 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained by DTC. If, (ii) prior to the Letter Expiration Date, Purchaser shall increase the consideration offered to holders of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15—“Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will promptly pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionSubject to compliance with Rule 14e-1(c) under the Exchange Act, subject to applicable rules of the SEC, the Purchaser we expressly reserves reserve the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant in order to comply in whole or in part with any applicable law, including, without limitation, the Offer will be made by deposit of the purchase price therefor with the DepositaryHSR Act and any other applicable foreign antitrust, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for paymentcompetition or merger control laws. See Section 16—“Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) (A) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely (B) confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth in Section 33—“Procedures for Accepting the Offer and Tendering Shares” (provided that if such Shares are direct registration Shares (“DRS Shares”), neither (A) nor (B) will be required, as provided in the Letter of Transmittal), (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfer, an Agent’s Message (as described below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment)) and the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 of this Offer to Purchase, the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date and not properly withdrawn promptly after the Expiration Date provided that Date. Subject to the conditions terms of the Offer set forth in Section 14 have been satisfied or waived prior to Merger Agreement and compliance with Rule 14e-1(c) under the Expiration Date. In addition, subject to applicable rules of the SECExchange Act, the Purchaser expressly reserves the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law including, without limitation, the HSR Act and any applicable pre-merger notification laws or payment for, Shares pending receipt regulations of any regulatory approvals specified in foreign jurisdictions. See Section 1516 of this Offer to Purchase entitled “Certain Legal Matters”. If there the Purchaser decides or is required to include a Subsequent Offering Period, the Purchaser will accept for payment and promptly pay for all validly tendered Shares tendered as they are received during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tenderedPeriod. For purposes See Section 1 of this Offer to Purchase entitled “Terms of the Offer, the Purchaser will be deemed to have accepted for payment .” In all cases (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offerincluding during any Subsequent Offering Period), payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ia) certificates representing the certificates evidencing such Shares (the "“Share Certificates")”) or, or if applicable, timely confirmation (a "“Book-Entry Confirmation"”) of a the book-entry transfer of such Shares, if such procedure is available, the Shares into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in Section 3, 3 of this Offer to Purchase; (iib) the Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfermay be utilized, if desired, instead of the Letter of Transmittal; and (iiic) any other documents required by that the Letter of TransmittalTransmittal requires. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Company will accept for payment payment, and will pay for for, all outstanding Shares validly tendered and not properly withdrawn on or prior to the Expiration Date and not properly withdrawn, promptly after the latest to occur of (i) the Expiration Date provided that and (ii) the satisfaction or waiver of the conditions of to the Offer set forth specified in "THE TENDER OFFER -- Section 14 have been satisfied or waived prior 12. Certain Conditions to the Expiration DateOffer". In addition, subject Subject to applicable rules of the SECCommission, the Purchaser Company expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in "THE TENDER OFFER -- Section 1513. If there is a Subsequent Offering PeriodCertain Legal Matters and Regulatory Approvals" or in order to comply in whole or in part with any other applicable law. In all cases, all payment for Shares tendered during the Subsequent Offering Period will be immediately and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (A) the certificates evidencing such Shares (the "Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures specified in "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and paid for Tendering Shares", (B) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as they are tendereddefined below) in lieu of the Letter of Transmittal and (C) any other documents required under the Letter of Transmittal. For purposes of the Offer, the Purchaser Company will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn ifas, as if and when the Purchaser Company gives oral or written notice to the Depositary of its the Company's acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor Offer Price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser Company and transmitting those such payments to tendering stockholders whose Shares have been accepted for payment. In all casesUnder no circumstances will the Company pay interest on the Offer Price, payment for regardless of any delay in making such payment. If any tendered Shares tendered and are not accepted for payment for any reason pursuant to the Offer terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be made only after timely receipt returned, without expense to the tendering stockholder (or, in the case of Shares tendered by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") Facility pursuant to the procedures set forth procedure specified in "THE TENDER OFFER -- Section 3, (ii) . Procedures for Accepting the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3.Offer and

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), ) and provided that the Offer has not been terminated as described in Section 1 — “Terms of the Offer,” the Purchaser will accept for payment and will 12 Table of Contents promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn on or prior to in accordance with Section 4 — “Withdrawal Rights.” If the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules of the SECPurchaser provides a Subsequent Offering Period, the Purchaser expressly reserves will immediately accept and promptly pay for Shares as they are tendered during the right Subsequent Offering Period. See Section 1 — “Terms of the Offer.” For a description of our rights and obligations to extend or terminate the Offer and not accept for payment or pay for Shares, or to delay acceptance for payment of, or payment forfor Shares, see Section 1 — “Terms of the Offer.” In all cases, payment for Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment in the Offer will be made only after timely receipt by the Depositary of: • the certificates for the Shares, together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3 — “Procedure for Tendering Shares,” a Book-Entry Confirmation and either a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3 — “Procedure for Tendering Shares”; and • any other documents required by the Letter of Transmittal. The Offer Price paid to any holder of Shares for as they are tenderedShares tendered in the Offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (payment, and thereby purchased) , Shares validly tendered to the Purchaser and not properly withdrawn ifwithdrawn, as as, if and when the Purchaser gives oral or written notice to the Depositary of its the Purchaser’s acceptance of such Shares for payment pursuant to of the Shares in the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to in the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments payment from the Purchaser and transmitting those payment to tendering stockholders. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering stockholders, the Purchaser’s obligation to make such payment shall be satisfied, and tendering stockholders whose must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares have been accepted pursuant to the Offer. Under no circumstances will interest be paid on the Offer Price to be paid by the Purchaser for the Shares, regardless of any extension of the Offer or any delay in making payment. In all cases, payment for If any tendered Shares tendered and are not accepted for payment pursuant for any reason, certificates representing unpurchased Shares will be returned, without expense, to the Offer will be made only after timely receipt tendering stockholder (or, in the case of Shares delivered by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant , according to the procedures set forth in Section 3, (ii) 3 — “Procedure for Tendering Shares,” the Letter Depositary will notify the Book-Entry Transfer Facility of Transmittal (or a facsimile thereofthe Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), properly completed and duly executed with any required signature guarantees, promptly after the expiration or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description termination of the procedure Offer. If the Purchaser is delayed in its acceptance for tendering payment or payment for Shares pursuant or is unable to accept for payment or pay for Shares in the Offer, see then, without prejudice to the Purchaser’s rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 34 — “Withdrawal Rights.” The Purchaser reserves the right to transfer or assign to IDEX and/or one or more direct or indirect subsidiaries of IDEX any of its rights under the Merger Agreement, including the right to purchase Shares tendered in the Offer, but any transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment in the Offer. 13 Table of Contents

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser we will accept for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to at the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to the applicable rules of the SEC, the Purchaser expressly reserves we reserve the right to delay acceptance for payment of, or payment for, Shares Shares, pending receipt of any regulatory or governmental approvals specified in Section 15. If there is a Subsequent Offering Period15—"Certain Legal Matters." For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 15—"Certain Legal Matters." In all cases, we will pay for Shares tendered during the Subsequent Offering Period will be immediately accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) certificates representing such Shares or timely confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," (ii) a properly completed and paid duly executed Letter of Transmittal (or facsimile thereof) with all required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal, and (iii) any other documents required by the Letter of Transmittal. See Section 3—"Procedures for as they are tendered. Tendering Shares." For purposes of the Offer, the Purchaser we will be deemed to have accepted for payment (and thereby purchased) purchased Shares validly tendered and not properly withdrawn if, as if and when the Purchaser gives we give oral or written notice to the Depositary of its our acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payments from the Purchaser us and transmitting those such payments to stockholders whose the tendering stockholders. Under no If any tendered Shares have been are not accepted for paymentpayment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at DTC pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer. In If, prior to the Expiration Date, we increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all casesShares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. We reserve the right to transfer or assign in whole or in part, from time to time, to one or more direct or indirect wholly-owned subsidiaries of HP, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment)) and the applicable rules of the SEC, the Purchaser will accept for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the later of (a) the Expiration Date provided that and (b) the satisfaction or waiver of the conditions of to the Offer set forth in Section 14 have been satisfied or waived prior to 13—"Conditions of the Expiration Date. Offer." In addition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the SEC, the Purchaser expressly reserves we reserve the right to delay acceptance for payment of, or payment for, Shares Shares, pending receipt of any regulatory or governmental approvals specified in Section 15. If there is a Subsequent Offering Period15—"Certain Legal Matters." For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 15—"Certain Legal Matters." In all cases, payment for any Shares tendered during the Subsequent Offering Period will be immediately and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," (b) a Letter of Transmittal, properly completed and paid duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3—"Procedures for as they are tendered. Tendering Shares." For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) purchased Shares validly tendered and not properly withdrawn if, as prior to the Expiration Date if and when the Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payments from the Purchaser and transmitting those such payments to stockholders whose the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares have been are not accepted for paymentpayment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at DTC pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer. In If, prior to the Expiration Date, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all casesShares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to one or more direct or indirect wholly-owned subsidiaries of DSM, the right to purchase all or any portion of the Shares tendered pursuant to the Table of Contents Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser we will accept for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to at the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to the applicable rules of the SECSEC and the terms and conditions of the Merger Agreement, the Purchaser expressly reserves we reserve the right to delay acceptance for payment of, or payment for, Shares Shares, pending receipt of any regulatory or governmental approvals specified in Section 15. If there is a Subsequent Offering Period16—"Certain Regulatory and Legal Matters." For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 16—"Certain Regulatory and Legal Matters." In all cases (including during any subsequent offering period), we will pay for Shares tendered during the Subsequent Offering Period will be immediately accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) certificates representing such Shares or timely confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," (ii) a properly completed and paid duly executed Letter of Transmittal (or facsimile thereof) with all required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined below) in lieu of the Letter of Transmittal, and (iii) any other documents required by the Letter of Transmittal. See Section 3—"Procedures for as they are tendered. Tendering Shares." For purposes of the Offer, the Purchaser we will be deemed to have accepted for payment (and thereby purchased) purchased Shares validly tendered and not properly withdrawn if, as if and when the Purchaser gives we give oral or written notice to the Depositary of its our acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payments from the Purchaser us and transmitting those such payments to stockholders whose the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares have been are not accepted for paymentpayment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at DTC pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer. In If, prior to the Expiration Date, we increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all casesShares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. We reserve the right to transfer or assign in whole or in part, from time to time, to one or more direct or indirect wholly-owned subsidiaries of HP, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offeror will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date and not theretofore withdrawn in accordance with Section 4 promptly after the later to occur of (i) the Expiration Date provided that and (ii) subject to compliance with Rule 14e-1(c) under the Exchange Act, the satisfaction or waiver of the conditions of the Offer set forth in Section 14 have been satisfied or waived prior 15 herein. Subject to compliance with Rule 14e-1(c) under the Expiration Date. In addition, subject to applicable rules of the SECExchange Act, the Purchaser Offeror expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant in order to the Offer will be made by deposit of the purchase price therefor comply in whole or in part with the Depositaryany applicable law. See Sections 1, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser 16 and transmitting those payments to stockholders whose Shares have been accepted for payment18 herein. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing for such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer FacilityFacilities") ), pursuant to the procedures set forth in Section 3, (ii) the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed ) with any all required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For The term "Agent's Message" means a description message transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the procedure Letter of Transmittal and that the Offeror may enforce such agreement against the participant. For purposes of the Offer, the Offeror will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn as, if and when the Offeror gives oral or written notice to the Depositary of the Offeror's acceptance of such Shares for payment. In all cases, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from the Offeror and transmitting such payment to tendering shareholders. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or the Offeror is unable to accept for payment Shares tendered pursuant to the Offer, see then, without prejudice to the Offeror's rights under Section 31, the Depositary may, nevertheless, on behalf of the Offeror, retain tendered Shares, and such Shares may not be withdrawn except to the extent that the tendering shareholders are entitled to withdrawal rights as described in Section 4 below and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will interest be paid by the Offeror because of any delay in making such payment. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares delivered by book-entry transfer to a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility), as promptly as practicable after the expiration, termination or withdrawal of the Offer. If, prior to the Expiration Date, the Offeror increases the price being paid for Shares accepted for payment pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer.

Acceptance for Payment and Payment for Shares. Upon ​ Subject to the terms of the Offer and the Merger Agreement and subject to the conditions satisfaction or waiver of all of the Offer (including, if Conditions set forth in Section 15 — “Conditions of the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will pay for all Shares validly tendered (and not properly withdrawn on or prior withdrawn) pursuant to the Offer as promptly as practicable after the scheduled Expiration Date promptly Time and, in any event, not more than two business days after the Expiration Date provided that Time (the conditions of date and time Purchaser irrevocably accepts for purchase all the Offer set forth in Section 14 have been satisfied or waived prior Shares validly tendered (and not validly withdrawn) pursuant to the Expiration Date. In addition, subject to applicable rules of the SECOffer, the Purchaser “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserves reserve the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant in order to the Offer will be made by deposit of the purchase price therefor comply in whole or in part with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for paymentany applicable law or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's ’s account at The Depository Trust Company (the "“DTC”) (such a confirmation, a “Book-Entry Transfer Facility"Confirmation”) pursuant to the procedures set forth in Section 3, (ii3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed executed, with any required signature guaranteesguarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal. For a description of Transmittal or the procedure for tendering Shares pursuant Depositary, in each case prior to the OfferExpiration Time. Accordingly, see Section 3tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension the Offer as so extended or amendmentamended), the Purchaser will accept purchase, by accepting for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date (and not properly withdrawn in accordance with "--Withdrawal Rights") as promptly as practicable after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject Subject to applicable rules of the SECCommission and the terms of the Merger Agreement, the Purchaser expressly reserves the right right, in its discretion, to delay acceptance for payment of, or payment for, Shares pending receipt of in order to comply, in whole or in part, with any regulatory approvals specified in Section 15applicable law. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes See "--Terms of the Offer," and "--Certain Legal Matters; Regulatory Approvals." The reservation by Purchaser of the right to delay the acceptance or purchase of, or payment for, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and is subject to the conditions provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or to return the Shares deposited by, or on behalf of, stockholders, promptly after the termination or withdrawal of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), ) or timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") ), pursuant to the procedures set forth in Section 3"--Procedures for Tendering Shares", (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, transfer and (iii) any other documents required by to be included with the Letter of Transmittal. For a description of Transmittal under the procedure for tendering Shares pursuant terms and subject to the Offer, see Section 3conditions thereof and of this Offer to Purchase.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of to the Offer set forth in Section 15—“Conditions to the Offer” (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser we will accept for payment and will pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration Date promptly Offer as soon as practicable after the Expiration Date provided that Date. Subject to the terms and conditions of the Merger Agreement and any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, we expressly reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until all conditions to the Offer set forth in Section 14 have been satisfied or waived waived. For information with respect to approvals that we are or may be required to obtain prior to the Expiration Date. In addition, subject to applicable rules of the SEC, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes consummation of the Offer, including under the Purchaser HSR Act, see Section 16—“Certain Legal Matters; Regulatory Approvals.” In all cases, we will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth in Section 3, 3—“Procedures for Accepting the Offer and Tendering Shares”; (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed Letter of Transmittal with any all required signature guaranteesguarantees or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfertransfer of Shares, an Agent’s Message in lieu of such Letter Table of Contents of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to their Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will promptly after the Expiration Date pay for all Shares validly tendered and not properly validly withdrawn pursuant to the Offer on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act and the terms of the SECMerger Agreement, the Purchaser we expressly reserves reserve the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law, or payment forincluding, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offerwithout limitation, the Purchaser HSR Act and any other applicable foreign antitrust, competition or merger control laws. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases (including during any subsequent offering period), we will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i1) except in the case of Shares held in a book-entry/direct registration account maintained by RC2’s transfer agent (a “DRS Account”) (and not through a financial institution that is a participant in the system of DTC), the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth described in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii2) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, together with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii3) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the conditions satisfaction or waiver of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of to the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules 15 — “Certain Conditions of the SEC, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period Offer,” we will be immediately accepted accept for payment and paid promptly pay for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the OfferOffer on or after the Expiration Date. Upon the terms and subject to the conditions of If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and any other applicable foreign antitrust, competition or merger control laws. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer Offer, the Merger Agreement and applicable law (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept purchase, by accepting for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date (and not properly withdrawn in accordance with Section 4--"Withdrawal Rights") as promptly as practicable after the later to occur of (i) the Expiration Date provided that and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to 14--"Conditions of the Expiration DateOffer". In addition, subject Subject to applicable rules of the SECCommission and the terms of the Merger Agreement, the Purchaser expressly reserves the right right, in its sole discretion, to delay acceptance for payment of, or payment for, Shares pending receipt of in order to comply, in whole or in part, with any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes applicable law or satisfaction or waiver of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for paymentMinimum Condition. In all cases, payment for Shares tendered and accepted for payment purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (ii)(A) the certificates evidencing such Shares (the "Share Certificates"), ) or (B) timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's account at The Depository Trust Company DTC (the "Book-Entry Transfer Facility") ), in each case pursuant to the procedures set forth in Section 3--"Procedures for Tendering Shares", (ii) the Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined belowhereinafter defined) in connection with a book-entry transfer, transfer and (iii) any other documents required by to be included with the Letter of Transmittal. For a description of Transmittal under the procedure for tendering Shares pursuant terms and subject to the Offer, see Section 3conditions thereof and to this Offer to Purchase.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 – “Conditions of the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration Date Offer promptly. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionpay for all additional Shares as they are tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of Rule 14d-11(e) under the SECExchange Act. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, the Purchaser as applicable, we expressly reserves reserve the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law or regulation. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period we will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares into the Depositary's ’s account at The Depository Trust Company (the "“DTC”) (such a confirmation, a “Book-Entry Transfer Facility"Confirmation”) pursuant to the procedures set forth in Section 3, 3 – “Procedures for Tendering Shares,” and (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) guarantees any other documents required by the Letter of Transmittal. For Transmittal or, in the case of a description book-entry transfer, an Agent’s Message (as defined below) in lieu of the procedure for Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares pursuant to are actually received by the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or permitted waiver of all the Offer is extended or amended, Conditions set forth in Section 15 – “Certain Conditions of the terms and conditions of any such extension or amendment), the Purchaser Offer,” we will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior pursuant to the Expiration Date Offer promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares as they are tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of Rule 14d-11(e) under the SECExchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser we expressly reserves reserve the right to delay acceptance payment for payment ofShares in order to comply in whole or in part with any applicable law, or payment forincluding, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes of the Offerwithout limitation, the Purchaser HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "Book-Entry Transfer Facility"“DTC”) pursuant to the procedures set forth in Section 3, 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if Purchaser extends or amends the Offer is extended or amendedOffer, the terms and conditions of any such extension the Offer as so extended or amendment)amended) and the applicable regulations of the Commission, the Purchaser will accept purchase, by accepting for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or (as permitted by Section 4 — “Withdrawal Rights”) prior to the Expiration Date Date, promptly after the Expiration Date provided that following the satisfaction or waiver of the conditions of to the Offer set forth in Section 14 have been satisfied or waived — “Conditions of the Offer.” For information with respect to approvals that X.X. Xxxxxx and Purchaser are required to obtain prior to the Expiration Date. In addition, subject to applicable rules of the SEC, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. For purposes completion of the Offer, including under the Purchaser will be deemed to have accepted for payment (HSR Act and thereby purchased) Shares validly tendered other laws and not properly withdrawn ifregulations, as and when the Purchaser gives oral or written notice to the Depositary see Section 15 — “Legal Matters; Required Regulatory Approvals.” 4 Table of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. Contents In all cases, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of (ia) certificates representing the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "“Book-Entry Confirmation"”) of a the book-entry transfer of such Shares, if such procedure is available, the Shares into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares”; (iib) the appropriate Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed executed, with any required signature guarantees, guarantees or an Agent's ’s Message (as defined below) in connection with a book-entry transfer, ; and (iiic) any other documents required by that the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3Transmittal requires.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the conditions satisfaction or waiver of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of to the Offer set forth in Section 14 have been satisfied or waived prior to the Expiration Date. In addition, subject to applicable rules 15 — “Certain Conditions of the SEC, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15. If there is a Subsequent Offering Period, all Shares tendered during the Subsequent Offering Period Offer,” we will be immediately accepted accept for payment and paid pay for as they are tendered. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the OfferOffer on or after the Expiration Date. Upon the terms and subject to the conditions of If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and pay as soon as possible for all additional Shares tendered during such subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the 4 Table of Contents Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and any applicable foreign antitrust, competition or merger control laws. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting those payments to stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "“Share Certificates"), ”) or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, Shares (a “Book-Entry Confirmation”) into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer, lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. For a description of Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the procedure for tendering Shares pursuant to the Offer, see Section 3Depositary.