Common use of ACCEPTANCE FOR PAYMENT AND PAYMENT Clause in Contracts

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay for all Shares validly tendered prior to the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable law. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offer, we the Fund will accept for payment payment, and will pay for all cash for, MMP Shares validly tendered prior on or before the Expiration Date, and not properly withdrawn in accordance with the section "The Offer--Withdrawal Rights" of this Offer to Purchase, promptly after the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve the Fund reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for MMP Shares in order pending receipt of any regulatory or governmental approvals to comply in whole or in part with any applicable law. the Offer as described under the caption "The Offer--Plans and Proposals of the Fund; Regulatory Approvals." For a description of our the Fund's right to terminate the Offer and not accept for payment or pay for MMP Shares or to delay acceptance for payment or payment for MMP Shares, see “"The Offer — Terms Offer--Extension of the OfferTender Period; Expiration DateTermination; Amendment.” " For purposes of the Offer, we the Fund shall be deemed to have accepted for payment tendered MMP Shares when, as and if we give the Fund gives oral or written notice of our its acceptance to the Depositary. We The Fund will pay for MMP Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us the Fund and transmitting such payments to you. In all cases, payment for MMP Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such MMP Shares into the Depositary’s 's account at the Book-Entry Transfer Facility (as defined in “"The Offer — Offer--Procedure for Tendering MMP Shares”)"), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders Shareholders at different times if delivery of the MMP Shares and other required documents occurs at different times. For a description of the procedure for tendering MMP Shares pursuant to the Offer, see “"The Offer — Offer--Procedure for Tendering MMP Shares.” " MMP Shares that have been tendered and accepted for payment by the Fund will constitute authorized but unissued MMP Shares. Under no circumstances will we the Fund pay interest on the consideration paid for MMP Shares pursuant to the Offer, regardless of any delay in making such payment. If we increase the Fund increases the consideration to be paid for MMP Shares pursuant to the Offer, we the Fund will pay such increased consideration for all MMP Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment. If any tendered MMP Shares are not purchased pursuant to the Offer for any reason, or if certificates more MMP Shares are submitted for more Shares than are tendered, certificates for such unpurchased or untendered MMP Shares will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited via credit to an account maintained at the Book-Entry Transfer Facility (as defined below), without expense to youyou or to other persons at your discretion, as promptly as practicable following the expiration or termination of the Offer. If the Fund is delayed in its acceptance for payment of, or in its payment for, MMP Shares, or is unable to accept for payment or pay for MMP Shares pursuant to the Offer for any reason, then, without prejudice to the Fund's rights under the Offer, the Depositary may, on behalf of the Fund, retain tendered MMP Shares, and such MMP Shares may not be withdrawn, unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in the section "The Offer--Withdrawal Rights" of this Offer to Purchase. The price to be paid for the MMP Shares is an amount per share, net to the seller in cash, equal to 95% of the liquidation preference of $25,000 per share (or $23,750 per share), plus unpaid dividends accrued through the Expiration Date. If you own your MMP Shares through a broker or other nominee, and your broker or nominee tenders your MMP Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and pay will pay, promptly after the Expiration Date, for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as soon as practicable after in accordance with Section 3. All determinations concerning the later of the Expiration Date and satisfaction of all such terms and conditions to will be within the Offer set forth in “Purchaser's discretion, which determinations will be final and binding. See Sections 1 and 14. The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve Purchaser expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. For Any such delays will be effected in compliance with Rule 14e-l(c) under the Exchange Act (relating to a description of our right bidder's obligation to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment return tendered securities promptly after the termination or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation with respect thereto), (ii) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a confirmation book-entry transfer, an Agent's Message, and (iii) any other documents required by the Letter of a Transmittal. The per Share consideration paid to any stockholder pursuant to the Offer will be the highest per Share consideration paid to any other stockholder pursuant to the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to the Purchaser and not withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares. 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 payment from the Purchaser and transmitting payment to tendering stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY THE PURCHASER FOR THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If the Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer (including such rights as are set forth in Sections 1 and 14) (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 such Shares may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 3. If any tendered Shares are not purchased pursuant to the Offer for any reason, certificates for any such Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the a Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offerprocedures set forth in Section 2, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to appropriate Book-Entry Transfer Facility), as promptly as practicable after the Offer, regardless expiration or termination of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to Honeywell, or to one or more direct or indirect wholly owned subsidiaries of our affiliates Honeywell, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us the Purchaser of our its obligations under the Offer or and will in no way prejudice your the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased payment pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer. 7 10 5.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for for, as soon as practicable after the Expiration Date, all Shares validly tendered prior to the Expiration Date and not properly withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalaccordance with Section 4. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable law. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall Purchaser will be deemed to have accepted for payment payment, and thereby purchased, Shares properly tendered Shares whento Purchaser and not withdrawn, if, as and if we give when Purchaser gives oral or written notice of our acceptance to the DepositaryDepositary of Purchaser's acceptance for payment of such Shares. We will pay Payment for Shares accepted for payment pursuant to the Offer will be made by depositing deposit of the purchase price therefor with the Depositary. The Depositary , which will act as your agent for tendering shareholders for the purpose of receiving payments payment from us Purchaser and transmitting such payments payment to youtendering shareholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book Entry Confirmation (as defined below) with respect thereto), (ii) a Letter of a confirmation Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility transfer, an Agent's Message (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed below) and duly executed (iii) any other documents required by the Letter of Transmittal and any other required documentsTransmittal. Accordingly, payment may be made to tendering stockholders shareholders at different times if delivery of the Shares and other required documents occurs occur at different times. For a description The per share consideration paid to any holder of Shares pursuant to the procedure for tendering Offer will be the highest per share consideration paid to any other holder of such Shares pursuant to the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR THE SHARES, see “REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The Offer — Procedure Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid for payment of, or payment for, Shares pursuant in order to the Offer, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, comply in whole or from time in part with any applicable law. If Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to time in part, to one accept for payment or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment pay for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates then, without prejudice to Purchaser's rights under the Offer (including such rights as are submitted for more Shares than are tenderedset forth in Sections 1 and 14) (but subject to compliance with Rule 14e-1(c) under the Exchange Act), certificates for such unpurchased or untendered Shares will be returned (orthe Depositary may, in the case nevertheless, on behalf of Shares Purchaser, retain tendered by book-entry transferShares, and such Shares will may not be credited withdrawn except to an account maintained at the Book-Entry Transfer Facility extent tendering shareholders are entitled to exercise, and duly exercise, withdrawal rights as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offerdescribed in Section 4.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and pay will pay, promptly after the Expiration Date, for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as soon as practicable after in accordance with Section 4. All determinations concerning the later of the Expiration Date and satisfaction of all such terms and conditions to will be within the Offer set forth in “Purchaser's discretion, which determinations will be final and binding. See Sections 1 and 14. The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve Purchaser expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. For Any such delays will be effected in compliance with Rule 14e-l(c) under the Exchange Act (relating to a description bidder's obligation to pay the consideration offered or return the securities deposited by or on behalf of our right to terminate holders of securities promptly after the Offer and not accept for payment termination or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined below) with respect thereto), (ii) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a confirmation book-entry transfer, an Agent's Message (as defined below), and (iii) any other documents required by the Letter of a Transmittal. The per share consideration paid to any holder of Common Stock pursuant to the Offer will be the highest per Share consideration paid to any other holder of such shares pursuant to the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to the Purchaser and not withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares. 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 shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering shareholders. 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 SUCH PAYMENT. If the Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer (including such rights as are set forth in Sections 1 and 14) (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 such Shares may not be withdrawn except to the extent tendering shareholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 4. If any tendered Shares are not purchased pursuant to the Offer for any reason, certificates for any such Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares below) pursuant to the Offerprocedures set forth in Section 3, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to Book-Entry Transfer Facility), as promptly as practicable after the Offer, regardless expiration or termination of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one Parent or more to any affiliate of our affiliates Parent, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us the Purchaser of our its obligations under the Offer or and will in no way prejudice your the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased payment pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the satisfaction or waiver of the Offer Conditions (including, if the Offer is extended or amended, the terms and conditions of the Offerany such extension or amendment), we will accept for payment purchase and pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions pursuant to the Offer set forth in “The Offer — Conditions of promptly after the Offer” relating Expiration Date. Subject to governmental or regulatory approval. In additionthe Merger Agreement, we expressly reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin our sole discretion, to delay the acceptance for payment purchase of or payment for Shares in order to comply in whole or in part with any applicable lawlaw or if other conditions to our obligations described in Section 14—“Conditions of the Offer” of this Offer to Purchase are not satisfied. For Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a description bidder’s obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer). If we are delayed in our right acceptance for purchase of or payment for Shares or are unable to terminate the Offer and not accept for payment purchase or pay for Shares or pursuant to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall then, without prejudice to our rights under the Offer and the Merger Agreement (but subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance withdrawn except to the Depositary. We will pay for Shares accepted for payment pursuant extent tendering stockholders are entitled to the do so as described in Section 3—“Withdrawal Rights” of this Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youPurchase. In all cases, payment for Shares accepted for payment purchase pursuant to the Offer will be made only after timely receipt by the Depositary of (a) the certificates for such Shares or a Book-Entry Confirmation, (or b) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a confirmation book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal, and (c) any other documents required by the Letter of Transmittal. For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for purchase of such Shares pursuant to the Offer (the date and time of acceptance for payment, the “Share Acceptance Time”). Purchaser’s acceptance for payment of Shares tendered in the Offer will constitute a binding agreement between Purchaser and each tendering stockholder. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares accepted for purchase pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as paying agent for tendering stockholders for the purpose of receiving payment from us and transmitting the Offer Price for Shares validly tendered and not properly withdrawn prior to the Expiration Date. Under no circumstances will interest be paid on the Offer Price for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in paying for such Shares. If any tendered Shares are not accepted for purchase pursuant to the terms and conditions of the Offer for any reason, promptly after the expiration or termination of the Offer, the certificates for such Shares will be returned (and, if certificates are submitted for more Shares than are tendered, new certificates for the Shares not tendered will be sent) in each case without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the Bookbook-Entry Transfer Facility (as defined entry transfer procedures described in “The Offer — Procedure Section 2—“Procedures for Tendering Shares”” of this Offer to Purchase, such Shares will be credited to an account maintained at DTC)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to Parent, or to one or more affiliates of our affiliates Parent, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us Purchaser or Parent of our their obligations under the Offer and will in no way impede or prejudice your rights to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to delay the consummation of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Merger or untendered Shares will be returned (or, in otherwise impede the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination rights of the Offerstockholders of HeartWare.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn in accordance with Section 3 as soon as practicable after the later of the Expiration Date and the satisfaction of all conditions to the Offer set forth in “The Offer — Conditions or waiver of the Offer” relating to governmental or regulatory approval. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares conditions described in order to comply in whole or in part with any applicable lawSection 14 hereof. For a description of our Purchaser's right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as Sections 12 and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to you14. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for evidencing such Shares (or timely Book-Entry Confirmation of a confirmation transfer of such Shares as described in Section 2), (b) the 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 book-entry transfer, an Agent's Message) and (c) any other documents required by the Letter of Transmittal. The per Share consideration paid to any stockholder pursuant to the Offer will be the highest per Share consideration paid to any other stockholder pursuant to the Offer. For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares. 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 payment from Purchaser and transmitting payment to tendering stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR THE SHARES TO BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If Purchaser is delayed in its acceptance for payment of, or payment for, tendered Shares or is unable to accept for payment or pay for such Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act, which requires that a tender offeror pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of a tender offer), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 3. If any tendered Shares are not purchased pursuant to the Offer because of an invalid tender or otherwise, certificates for any such Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the a Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offerprocedure set forth in Section 2, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to appropriate Book-Entry Transfer Facility), as promptly as practicable after the Offer, regardless expiration or termination of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to Parent, or to one or more direct or indirect wholly owned subsidiaries of our affiliates Parent, the right to purchase Shares tendered 7 10 pursuant to the Offer, but any such transfer or assignment will not relieve us Purchaser of our its obligations under the Offer or and will in no way prejudice your the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased payment pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer. 5.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon On the terms and subject to the conditions of the Offeroffer, we will accept for payment and pay for all Shares notes that are validly tendered and not validly withdrawn pursuant to the offer unless the offer is terminated prior to the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalexpiration time. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable law. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offeroffer, we shall will be deemed to have accepted for payment tendered Shares whennotes if, as and if when we give oral or written notice to the depositary of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositaryof such notes. The Depositary depositary will act as your agent for the tendering holders for the purpose of receiving payments from us and transmitting such payments to youthe tendering holders. In all casesWe will pay the purchase price, plus accrued and unpaid interest up to, but not including, the payment date, for Shares notes accepted for payment purchase pursuant to the Offer will offer by depositing same-day funds with the depositary, or upon their direction, with DTC, on the payment date, which is expected to be made only the next business day after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documentsexpiration time. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances will we pay any additional interest on the consideration paid for Shares pursuant to the Offer, regardless be payable by us because of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant transmission of funds from the depositary or DTC to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offertendering holders. We reserve the right to transfer or assign, in whole or in part at any time or from time to time in parttime, to one or more of our affiliates affiliates, the right to purchase Shares any notes tendered pursuant to the Offeroffer, but any such transfer or assignment will not relieve us of our obligations under the Offer offer or prejudice your the rights of tendering holders to receive payment pursuant to the offer. We expressly reserve the right, in our sole discretion and subject to Rule 14e-l(c) under the Exchange Act (which requires that an offeror pay the consideration offered or return securities deposited by or on behalf of holders thereof promptly after the termination or withdrawal of a tender offer) to delay acceptance for Shares validly payment of or payment for notes if any of the conditions to the offer shall not have been satisfied or waived, or in order to comply, in whole or in part, with any applicable law. We also expressly reserve our right, subject to applicable law, to terminate the offer at any time. Tendering holders will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of notes by us pursuant to the offer. If, however, the Table of Contents purchase price is to be paid to, or if notes not tendered and or not accepted for paymentpayment are to be registered in the name of, any person other than the tendering holder, the amount of any transfer taxes (whether imposed on such holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. If notes are held by a custodian, holders should contact the custodian to determine whether the custodian will charge a fee for tendering notes on behalf of the holder. We will pay all fees and expenses of the dealer managers, the depositary and information agent, in connection with the offer. See “Dealer Managers; Depositary and Information Agent.” If any tendered Shares notes are not purchased accepted for payment for any reason pursuant to 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 (or, in terms and conditions of the case of Shares tendered by book-entry transferoffer, such Shares notes (a) will be credited to an account maintained at DTC, designated by the Book-Entry Transfer Facility as defined below), without expense to you, as participant therein who so delivered such notes promptly as practicable following the expiration time or the termination of the Offeroffer or (b) if the holder of record holds physical notes, such notes will be returned by delivery of a certificate representing such returned principal amount (including delivery of the original certificate tendered if none of such holder’s tendered notes are accepted).

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions to the Offer (including, if the Offer is amended, the terms and conditions of the Offerany such amendment), we Purchaser will accept purchase by accepting for payment and will pay for for, all Shares validly tendered prior to the Expiration Date exclusive of any subsequent offering period and not properly withdrawn as soon as practicable after in accordance with WITHDRAWAL RIGHTS, below. All determinations concerning the later of the Expiration Date and satisfaction of all such terms and conditions will be within Purchaser's sole discretion, which determinations will be final and binding. See TERMS OF OFFER, above, and PROCEDURE FOR TENDERING SHARES, below. Subject to the Offer set forth in “The Offer — Conditions of the Offer” relating Merger Agreement, and except during any subsequent offering period initiated by Purchaser pursuant to governmental or regulatory approval. In additionRule 14d-11, we reserve Purchaser expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of, or payment for for, Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. For Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a description bidder's obligation to pay the consideration offered or return the securities deposited by or on behalf of our right to terminate holders of securities promptly after the Offer and not accept for payment termination or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined below) with respect thereto), (ii) a Letter of a confirmation Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility transfer, an Agent's Message (as defined in “The Offer — Procedure for Tendering Shares”)below), a properly completed and duly executed (iii) any other documents required by the Letter of Transmittal and Transmittal. The per share consideration paid to any holder of Shares pursuant to the Offer will be the highest per share consideration paid to any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery holder of the Shares and other required documents occurs at different times. For a description of the procedure for tendering such Shares pursuant to the Offer. For purposes of the Offer, see “The Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares. Payment for Shares accepted for payment pursuant to the Offer — Procedure will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for Tendering Shares.” Under no circumstances will we tendering shareholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering shareholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay interest on the consideration paid for Shares pursuant to the OfferOffer for any reason, regardless of any delay in making such payment. If we increase the consideration then, without prejudice to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations Purchaser's rights under the Offer or prejudice your (including such rights as are set forth in TERMS OF OFFER, above, and PROCEDURE FOR TENDERING SHARES, below) (but subject to receive payment for compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares validly tendered may not be withdrawn except to the extent tendering shareholders are entitled to exercise, and accepted for paymentduly exercise, withdrawal rights as described in WITHDRAWAL RIGHTS, below. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted for representing more Shares than are tendered, certificates representing Shares not tendered or not accepted for such unpurchased or untendered Shares purchase will be returned (orto the tendering shareholder, or such other person as the tendering shareholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. In the case of Shares tendered delivered by book-entry transfertransfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in PROCEDURES FOR TENDERING SHARES, below, such Shares will be credited to an such account maintained at a Book-Entry Transfer Facility as the tendering shareholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. If no such instructions are given with respect to Shares delivered by book-entry transfer, any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of Transmittal as defined below)the account from which such Shares were delivered. Purchaser reserves the right to transfer or assign, without expense in whole or in part, to youFLX, as promptly as practicable following Parent or to any direct or indirect majority owned subsidiary of FLX, the expiration right to purchase Shares tendered pursuant to the Offer, but any such transfer or termination 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. Upon the terms and subject to the conditions of the OfferOffer (including, we if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for for, as soon as practicable after the Expiration Date, all Shares validly tendered prior to the Expiration Date and not properly withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalaccordance with Section 4. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable law. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall Purchaser will be deemed to have accepted for payment payment, and thereby purchased, Shares properly tendered Shares whento Purchaser and not withdrawn, if, as and if we give when Purchaser gives oral or written notice of our acceptance to the DepositaryDepositary of Purchaser's acceptance for payment of such Shares. We will pay Payment for Shares accepted for payment pursuant to the Offer will be made by depositing deposit of the purchase price therefor with the Depositary. The Depositary , which will act as your agent for tendering stockholders for the purpose of receiving payments payment from us Purchaser and transmitting such payments payment to youtendering stockholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book Entry Confirmation (as defined below) with respect thereto), (ii) a Letter of a confirmation Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility transfer, an Agent's Message (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed below) and duly executed (iii) any other documents required by the Letter of Transmittal and any other required documentsTransmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs occur at different times. For a description The per share consideration paid to any holder of Shares pursuant to the procedure for tendering Offer will be the highest per share consideration paid to any other holder of such Shares pursuant to the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR THE SHARES, see “REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The Offer — Procedure Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for Tendering Shares.” Under no circumstances will we payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. If Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay interest on the consideration paid for Shares pursuant to the OfferOffer for any reason, regardless of any delay in making such payment. If we increase the consideration then, without prejudice to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations Purchaser's rights under the Offer or prejudice your (including such rights as are set forth in Sections 1 and 14) (but subject to receive payment for compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares validly tendered may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and accepted for paymentduly exercise, withdrawal rights as described in Section 4. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted for representing more Shares than are tendered, certificates evidencing Shares not tendered or not accepted for such unpurchased or untendered Shares purchase will be returned (orto the tendering stockholder, or such other person as the tendering stockholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. In the case of Shares tendered delivered by book-entry transfertransfer into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an such account maintained at the Book-Entry Transfer Facility as defined below), without expense to youthe tendering stockholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration expiration, termination or termination withdrawal of the Offer. If no such instructions are given with respect to Shares delivered by book-entry transfer, any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of Transmittal as the account from which such Shares were delivered. 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 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.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for for, as soon as practicable after the Expiration Date, all Shares validly tendered prior to the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalaccordance with Section 4. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable law. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall Purchaser will be deemed to have accepted for payment payment, and thereby purchased, Shares properly tendered Shares whento Purchaser and not withdrawn, if, as and if we give when Purchaser gives oral or written notice of our acceptance to the DepositaryDepositary of Purchaser's acceptance for payment of such Shares. We will pay Payment for Shares accepted for payment pursuant to the Offer will be made by depositing deposit in cash of the purchase price therefor with the Depositary. The Depositary , which will act as your agent for tendering stockholders for the purpose of receiving payments payment from us Purchaser and transmitting such payments payment to youtendering stockholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined below) with respect thereto), (ii) a Letter of a confirmation Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility transfer, an Agent's Message (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed below) and duly executed (iii) any other documents required by the Letter of Transmittal and any other required documentsTransmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs occur at different times. For a description The per Share consideration paid to any holder of Shares pursuant to the procedure for tendering Offer will be the highest per Share consideration paid to any other holder of such Shares pursuant to the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR THE SHARES, see “The Offer — Procedure REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid for payment of, or payment for, Shares pursuant in order to the Offer, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, comply in whole or from time in part with any applicable law. If Purchaser is delayed in its acceptance for payment of, or payment for, Shares, then, without prejudice to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations Purchaser's rights under the Offer or prejudice your (including such rights as are set forth in Sections 1 and 14) (but subject to receive payment for compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares validly tendered may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and accepted for paymentduly exercise, withdrawal rights as described in Section 4. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted for representing more Shares than are tenderedbeing tendered by the holder thereof, certificates evidencing Shares not tendered or not accepted for such unpurchased or untendered Shares purchase will be returned to the tendering stockholder, or such other person as the tendering stockholder shall specify in the Letter of Transmittal (orsubject to the terms and conditions thereof), in as promptly as practicable following the expiration, termination or withdrawal of the Offer. In the case of Shares tendered delivered by book-entry transfertransfer into the Depositary's account at the Book-Entry Transfer Facility (as defined in Section 3) pursuant to the procedures set forth in Section 3, such Shares will be credited to an such account maintained at the Book-Entry Transfer Facility as defined belowthe tendering stockholder shall specify in the Letter of Transmittal (subject to the terms and conditions thereof), without expense to you, as promptly as practicable following the expiration expiration, termination or termination withdrawal of the Offer. If no such instructions are given with respect to Shares delivered by book-entry transfer, any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of Transmittal as the account from which such Shares were delivered. 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 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.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we 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 prior to the Expiration Date and not properly withdrawn as soon as practicable in accordance with Section 3 promptly after the later of the Expiration Date and satisfaction of all conditions Date. The Purchaser, subject to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In additionMerger Agreement, we reserve expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. For Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a description of our right bidder's obligation to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment return tendered securities promptly after the termination or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) the certificates for such Shares, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, and any required signature guarantees or (b) in the case of a transfer effected pursuant to the book-entry transfer procedures described in Section 2, a Book-Entry Confirmation and either a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, and any required signature guarantees, or an Agent's Message, and any other required documents. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The per Share consideration paid to any stockholder pursuant to the Offer will be the highest per Share consideration paid to any other stockholder pursuant to the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to the Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares. 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 an agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholders whose Shares have been accepted for payment. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES. If the Purchaser is delayed in its acceptance for payment of or payment for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer) and the terms of the Merger Agreement (requiring that the Purchaser pay for Shares accepted for payment as soon as practicable after the Expiration Date)), the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 3. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, the certificates for such Shares will be returned (or and, if certificates are submitted for more Shares than are tendered, new certificates for the Shares not tendered will be sent) in each case without expense to the tendering stockholder (or, in the case of a confirmation of a Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offerbook-entry transfer procedures described in Section 2, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to Book-Entry Transfer Facility), as promptly as practicable after the Offer, regardless expiration or termination of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to Parent, or to one or more direct or indirect wholly owned subsidiaries of our affiliates Parent, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us the Purchaser of our its obligations under the Offer or and will in no way prejudice your the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased payment pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), we will accept purchase, by accepting for payment and pay for paying for, all Shares validly tendered prior to the Expiration Date and not withdrawn (as soon as practicable permitted by Section 3) promptly after the later of Expiration Date. All questions as to the Expiration Date and satisfaction of such terms and conditions will be determined by us, in our sole discretion, and our determination will be final and binding on all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalparties. In addition, we See Sections 1 and 14. We expressly reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin our sole discretion, to delay the acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law. For See Section 15. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a description of our right bidder's obligation to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment return tendered securities promptly after the termination or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates (a) Share Certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or 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, and (c) any other documents required by the Letter of Transmittal. For purposes of the Offer, we will be considered to have accepted for payment, and thereby purchased, Shares validly tendered as, if and when we give written notice to the Depositary of our acceptance for payment such validly tendered Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for validly tendering Stockholders for the purpose of receiving payment from us and transmitting payment to tendering Stockholders. UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Upon the deposit of all required funds with the Depositary for the purpose of making payments in full to tendering Stockholders, our 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. We will pay any stock transfer taxes with respect to the transfer and sale to us pursuant to the Offer, except as otherwise provided in Instruction 6 to the Letter of Transmittal, as well as any charges and expenses of the Depositary and the Information Agent. If we are delayed in our acceptance for payment of or payment for Shares or we are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering Stockholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 3. If we do not purchase any tendered Shares pursuant to the Offer for any reason, we will return Share Certificates for any such unpurchased Shares, without expense to you (or or, in the case of a confirmation of a Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offerprocedure set forth in Section 2, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to Book-Entry Transfer Facility), as promptly as practicable after the expiration, termination or withdrawal of the Offer. IF PRIOR TO THE EXPIRATION DATE, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the OfferWE INCREASE THE PRICE OFFERED TO HOLDERS OF SHARES IN THE OFFER, we will pay such increased consideration for all Shares purchased pursuant to the OfferWE WILL PAY THE INCREASED PRICE TO ALL HOLDERS OF SHARES THAT ARE PURCHASED IN THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO THE INCREASE IN PRICE. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates Parent's wholly owned subsidiaries, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for paymentpayment in the Offer. If any we provide a Subsequent Offering Period following the Offer, we will immediately accept and promptly pay for all Shares as they are tendered Shares are not purchased pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the OfferSubsequent Offering Period.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), we will accept purchase, by accepting for payment and pay for paying for, all Shares validly tendered prior to the Expiration Date and not withdrawn (as soon as practicable permitted by Section 3) promptly after the later of Expiration Date. All questions as to the Expiration Date and satisfaction of such terms and conditions will be determined by us, in our sole discretion, and our determination will be final and binding on all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalparties. In addition, we See Sections 1 and 14. We expressly reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin our sole discretion, to delay the acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. For See Section 15. Any such delays will be effected in compliance with Rule 14e-l(c) under the Exchange Act (relating to a description of our right bidder's obligation to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment return tendered securities promptly after the termination or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates (a) Share Certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or 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, and (c) any other documents required by the Letter of Transmittal. For purposes of the Offer, we will be considered to have accepted for payment, and thereby purchased, Shares validly tendered as, if and when we give written notice to the Depositary of our acceptance for payment of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for validly tendering shareholders for the purpose of receiving payment from us and transmitting payment to tendering shareholders. UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE OF THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Upon the deposit of all required funds with the Depositary for the purpose of making payments in full to tendering shareholders, our obligation to make such payment shall be satisfied and tendering shareholders 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. We will pay any stock transfer taxes with respect to the transfer and sale to us or our order pursuant to the Offer, except as otherwise provided in Instruction 6 to the Letter of Transmittal, as well as any charges and expenses of the Depositary and the Information Agent. If we are delayed in our acceptance for payment of or payment for Shares or we are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer (but subject to compliance with Rule 14e-l(c) under the Exchange Act), the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 3. If we do not purchase any tendered Shares pursuant to the Offer for any reason, we will return Share Certificates for any such unpurchased Shares, without expense to you (or or, in the case of a confirmation of a Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offerprocedure set forth in Section 2, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to Book-Entry Transfer Facility), as promptly as practicable after the expiration, termination or withdrawal of the Offer. IF, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the OfferPRIOR TO THE EXPIRATION DATE, we will pay such increased consideration for all Shares purchased pursuant to the OfferWE INCREASE THE PRICE OFFERED TO HOLDERS OF SHARES IN THE OFFER, WE WILL PAY THE INCREASED PRICE TO ALL HOLDERS OF SHARES THAT ARE PURCHASED IN THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO THE INCREASE IN PRICE. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates wholly owned subsidiaries, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for paymentpayment in the Offer. If any we provide a Subsequent Offering Period following the Offer, we will immediately accept and promptly pay for all Shares as they are tendered Shares are not purchased pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the OfferSubsequent Offering Period.

ACCEPTANCE FOR PAYMENT AND PAYMENT. FOR SHARES Upon the terms and subject to the conditions of the OfferOffer (including the Offer Conditions and, we 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 all for, Shares validly tendered prior to the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalDate. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under applicable rules of the Exchange ActSEC, the Purchaser expressly reserves the right to delay the acceptance for payment of or payment for Shares in order to comply comply, in whole or in part part, with any applicable lawlaw including the HSR Act. For Parent intends to file a description of our right Notification and Report Form under the HSR Act on May 18, 1999 and, accordingly, unless earlier terminated or extended by a request for additional information, the waiting period under the HSR Act is scheduled to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Sharesexpire at 11:59 p.m., see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the OfferNew York City time, we shall be deemed to have accepted for payment tendered Shares whenon June 2, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to you1999. 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 certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary’s 's account at The Depository Trust Company (the "Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)Facility"), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required documentsby the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery For purposes of the Offer, the Purchaser will be deemed to have accepted for payment Shares validly tendered and other required documents occurs at different times. For a description not withdrawn if and when the Purchaser gives oral or written notice to the Depositary of the procedure its acceptance for tendering payment of such Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid . Payment for Shares accepted for payment pursuant to the OfferOffer will be made by deposit of the purchase price therefor with the Depositary, regardless which will act as agent for the tendering stockholders for the purpose of any delay in making receiving payments from the Purchaser and transmitting such payment. If we increase the consideration to be paid for Shares pursuant payments to the Offertendering stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for paymentREGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Shares are not purchased 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 returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfertransfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained at with the Book-Entry Transfer Facility as defined belowFacility), without expense to you, as promptly soon as practicable following the expiration or termination of the Offer. The Purchaser reserves the right to transfer or assign in whole or in part from time to time to one or more direct or indirect subsidiaries of Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer. However, any such 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 pursuant to the Offer. 3 6 3.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Repurchase Offer, we the Fund will accept for payment payment, and will pay for all for, Shares validly tendered prior to on or before the Expiration Date Repurchase Request Deadline and not properly withdrawn in accordance with Section 6, "Stockholders' Right to Withdraw Tendered Shares," as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “Repurchase Request Deadline. The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve Fund expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of, or payment for Shares for, Shares, in order to comply in whole or in part with any applicable law. For a description of our right The per-Share consideration paid to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment any Stockholder pursuant to the Repurchase Offer by depositing will be the purchase price with highest per-Share consideration paid to any other Stockholder during the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youRepurchase Offer. In all cases, payment for Shares tendered and accepted for payment pursuant to the Repurchase Offer will be made only after timely receipt by the Depositary of certificates for such Shares shares (or of a confirmation of a the book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)shares), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required documentsby the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery For purposes of the Repurchase Offer, the Fund will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to the Fund and other required documents occurs at different timesnot withdrawn, if, as and when the Fund gives oral or written notice to the Depositary of its acceptance for payment of such Shares. For a description of the procedure Payment for tendering Shares accepted for payment pursuant to the OfferRepurchase Offer will be made by deposit of the purchase price with the Depositary, see “The Offer — Procedure which will act as agent for Tendering Shares.” the tendering Stockholders for purposes of receiving payment from the Fund and transmitting payment to the tendering Stockholders. Under no circumstances will we the Fund pay interest on the consideration purchase price of the Shares to be paid for Shares pursuant to by the OfferFund, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased accepted for payment pursuant to the terms and conditions of the Repurchase Offer for any reason, or are not paid for because of an invalid tender, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned (orreturned, in without expense to the case tendering Stockholder, as soon as practicable following expiration or withdrawal of the Repurchase Offer. Shares tendered delivered by book-entry transfertransfer into the Depositary's account at DTC as described in Section 5, such Shares "Procedure for Tendering Shares," which are to be returned will be credited to an account maintained at within DTC. Shares which are to be returned and which were held in uncertificated form by the Book-Entry Transfer Facility as defined below)Fund's transfer agent pursuant to the Fund's dividend reinvestment plan will be returned to the dividend reinvestment plan account maintained by the transfer agent. If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Repurchase Offer for any reason, then, without expense prejudice to youthe Fund's rights under this Repurchase Offer, as promptly as practicable following the expiration or termination Depositary may, nevertheless, on behalf of the Fund, retain tendered Shares, and such shares may not be withdrawn unless and except to the extent tendering Stockholders are entitled to withdrawal rights as described in Section 6, "Stockholders' Right to Withdraw Tendered Shares." Shares tendered pursuant to the Repurchase Offer will be subject to the Repurchase Fee, which will be paid to the Fund and is reasonably intended to compensate the Fund for expenses directly related to the Repurchase Offer. Except for the Repurchase Fee, tendering Stockholders will not be obligated to pay brokerage commissions, fees or, except in the circumstances described in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we 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 prior to the Expiration Date and not properly withdrawn as soon as practicable in accordance with Section 3 promptly after the later of the Expiration Date and satisfaction of all conditions Date. The Purchaser, subject to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In additionMerger Agreement, we reserve expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of or 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 material competition, merger, control, antitrust or similar law or regulation. For Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a description of our right bidder's obligation to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment return tendered securities promptly after the termination or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) the certificates for such Shares, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, and any required signature guarantees or (b) in the case of a transfer effected pursuant to the book-entry transfer procedures described in Section 2, a Book-Entry Confirmation and either a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, and any required signature guarantees, or an Agent's Message, and any other required documents. Accordingly, tendering shareholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The per Share consideration paid to any shareholder pursuant to the Offer will be the highest per Share consideration paid to any other shareholder pursuant to the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to the Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares. 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 an agent for tendering shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering shareholders whose Shares have been accepted for payment. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES. If the Purchaser is delayed in its acceptance for payment of or payment for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer) and the terms of the Merger Agreement (requiring that the Purchaser pay for Shares accepted for payment as soon as practicable after the Expiration Date)), the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to do so as described in Section 3. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, the certificates for such Shares will be returned (or and, if certificates are submitted for more Shares than are tendered, new certificates for the Shares not tendered will be sent) in each case without expense to the tendering shareholder (or, in the case of a confirmation of a Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offerbook-entry transfer procedures described in Section 2, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to Book-Entry Transfer Facility), as promptly as practicable after the Offer, regardless expiration or termination of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to Parent, or to one or more direct or indirect wholly owned subsidiaries of our affiliates Parent, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us the Purchaser of our its obligations under the Offer or and will in no way prejudice your the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased payment pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offeroffer, we CRI Acquisition will accept for payment and pay will pay, as soon as practicable after acceptance and payment is legally permitted, for all Shares shares validly tendered prior to the Expiration Date expiration date and not properly withdrawn as soon as practicable after in accordance with Section 4 of this Offer to Purchase. All determinations concerning the later satisfaction of such terms and conditions will be within CRI Acquisition's discretion, which determinations will be final and binding. For more information on the terms and conditions of the Expiration Date offer, see Sections 1 and satisfaction 14 of all conditions this Offer to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalPurchase. In addition, we reserve CRI Acquisition expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of or payment for Shares shares in order to comply comply, in whole or in part part, with any applicable law. For Any such delays will be effected in compliance with Rule 14e-l(c) under the Exchange Act (relating to a description bidder's obligation to pay the consideration offered or return the securities deposited by or on behalf of our right to terminate holders of securities promptly after the Offer and not accept for payment termination or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares shares accepted for payment pursuant to the Offer offer will be made only after timely receipt by Registrar and Transfer Company, the Depositary depositary, of all of the following: - certificates for such Shares (shares or a timely book-entry confirmation, as described below, with respect thereto; - a Letter of a confirmation Transmittal or facsimile thereof, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer of such Shares into transfer, an agent's message, as described below; and - any other documents required by the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and Transmittal. The per share consideration paid to any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares stockholder pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances offer will we pay interest on be the highest per share consideration paid for Shares to any other stockholder pursuant to the Offeroffer. For purposes of the offer, regardless CRI Acquisition will be deemed to have accepted for payment, and thereby purchased, shares properly tendered to CRI Acquisition and not withdrawn as, if and when CRI Acquisition gives written notice to the depositary, of any delay in making CRI Acquisition's acceptance for payment of such paymentshares. If we increase the consideration to be paid Payment for Shares shares accepted for payment pursuant to the Offeroffer will be made within two business days after acceptance thereof by delivering the purchase price for the shares to Registrar and Transfer Company, we which will pay such increased consideration act as agent for all Shares purchased pursuant tendering shareholders for the purpose of receiving payment from CRI Acquisition and transmitting payment to the Offertendering shareholders. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for paymentUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY CRI ACQUISITION FOR THE SHARES REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING PAYMENT. If any tendered Shares shares are not purchased pursuant to the Offer offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for any such unpurchased or untendered Shares shares will be returned (orreturned, in without expense to the tendering stockholder. In the case of Shares tendered shares delivered by book-entry transfertransfer of shares into the depositary's account at the book-entry transfer facility, such Shares as described below, pursuant to the procedures set forth in Section 3 of this Offer to Purchase, the shares will be credited to an account maintained at the Bookbook-Entry Transfer Facility as defined below), without expense to youentry transfer facility, as promptly as practicable following after the expiration or termination of the Offeroffer.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions terms of the Merger Agreement and the Conditions of the Offer, we Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn prior to the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable lawDate. For a description of our Purchaser's right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” Section 15. For purposes of the Offer, we shall Purchaser will be deemed to have accepted for payment tendered Shares whenif, as and if we give when Purchaser gives oral or written notice of our acceptance to the DepositaryDepositary of its acceptance of the tenders of such Shares. We will pay Payment for Shares accepted for payment purchased pursuant to the Offer will be made by depositing deposit of the purchase price with the Depositary. The Depositary , which will act as your agent for tendering stockholders for the purpose of receiving payments payment from us Purchaser and transmitting such payments to youtendering stockholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for evidencing such Shares ("Stock Certificates") or of a confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the Depositary’s 's account at one of the Book-Entry Transfer Facility Facilities (as defined in “The Offer — Procedure for Tendering Shares”)Section 3), (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), or in the case of a book-entry transfer, an Agent's Message (as defined in Section 3) and (iii) any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer.Section 6

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon On the terms of and subject to the conditions to the offer, including, if we extend or amend the offer, the terms and conditions of the Offerany such extension or amendment, we will accept for payment and will pay promptly after the expiration date for all Shares shares validly tendered prior to the Expiration Date expiration date and not properly withdrawn in accordance with section 3 of this Offer to Purchase, up to a maximum of 4,350,000 shares. We will decide, in our sole discretion, all questions as soon as practicable after to the later of the Expiration Date and satisfaction of all conditions those terms and conditions, and each such decision will be final and binding. See sections 1 and 13 of this Offer to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approvalPurchase. In addition, we We expressly reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin our sole discretion, to delay the acceptance for payment of or payment for Shares shares in order to comply in whole or in part with any applicable law. For We will effect any such delays in compliance with Exchange Act Rule 14e-1(c), which relates to the obligation of a description bidder to pay for or return tendered securities promptly after the termination or withdrawal of our right to terminate the Offer and not accept its offer. In all cases, we will pay for shares we have accepted for payment under the offer only after timely receipt by the depositary of: • certificates representing, or a timely book-entry confirmation respecting, those shares; • a letter of transmittal, or a facsimile thereof, properly completed and executed with any required signatures thereon or, in the case of a book-entry transfer, an agent’s message; and • any other documents the letter of transmittal requires. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations respecting shares are actually received by the depositary. The per share consideration we will pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of any stockholder under the Offer; Expiration Date.” offer will be the highest per share consideration we will pay to any other stockholder under the offer. For purposes of the Offeroffer, we shall will be deemed to have accepted for payment payment, and thereby purchased, shares properly tendered Shares whento us and not withdrawn as, as if and if when we give oral or written notice to the depositary of our acceptance for payment of those shares. On the terms of and subject to the Depositary. We conditions to the offer, we will pay for Shares shares we have accepted for payment pursuant to under the Offer offer by depositing the purchase price therefor with the Depositarydepositary. The Depositary depositary will act as your agent for tendering stockholders for the purpose of receiving payments payment from us and transmitting such payments to you. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different timeswhose shares we have accepted for payment. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid purchase price for Shares pursuant to the Offertendered shares, regardless of any extension of or amendment to the offer or any delay in making such paymentpaying for those shares. If we increase the consideration are delayed in our acceptance for payment of or payment for shares or are unable to be paid accept for Shares pursuant to the Offer, we will payment or pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations shares under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to the Offer offer for any reason, or if certificates are submitted for more Shares than are tenderedthen, certificates for such unpurchased or untendered Shares will be returned (orwithout prejudice to our rights under the offer, in the case of Shares tendered by book-entry transfer, such Shares will be credited but subject to an account maintained at the Book-Entry Transfer Facility as defined belowour compliance with Exchange Act Rule 14e-1(c), without expense the depositary nevertheless may retain tendered shares on our behalf and those shares may not be withdrawn except to youthe extent tendering stockholders are entitled to exercise, and duly exercise, the withdrawal rights section 3 of this Offer to Purchase describes. If we do not purchase any tendered shares under the offer for any reason, then, as promptly as practicable following the expiration or termination of the Offeroffer and at no expense to tendering stockholders: • the depositary will return certificates it has received respecting tendered shares to the person who delivered those certificates to the depositary; and • in the case of tendered shares delivered by book-entry transfer into the depositary’s account at the book-entry transfer facility in accordance with the procedures section 2 of this Offer to Purchase describes, those shares will be credited to the account at the book-entry transfer facility from which that transfer had been previously made.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon On the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for all Shares validly tendered and not properly withdrawn prior to the Expiration Date and not withdrawn as soon as practicable Time promptly after the later of (1) the Expiration Date Time and (2) the satisfaction or waiver of all the conditions to of the Offer set forth in “The Offer — Conditions Section 14—“Conditions of the Offer.” relating We may waive some of the conditions to governmental or regulatory approvalthe Offer without the consent of OPAY. In additionWe may not, however, waive the Minimum Condition without the consent of OPAY. Subject to the terms and conditions of the Merger Agreement and any applicable rules and regulations of the SEC, including Rule 14(e)-1(c) under the Exchange Act, we reserve the right, in our sole discretion and subject to compliance with Rule 14e-1(c) under the Exchange Actapplicable law, to delay the acceptance for payment or payment for Shares in order until satisfaction of all conditions to comply in whole or in part with any applicable lawthe Offer. For a description of our right information with respect to terminate approvals that we are required to obtain under the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for SharesHSR Act, see “The Offer — Terms of the OfferSection 15—“Certain Legal Matters; Expiration DateRegulatory Approvals.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price Offer Price with the Depositary. The Depositary , which will act as your the tendering Stockholders’ agent for the purpose of receiving payments from us and transmitting such payments to youthe tendering Stockholders. Upon the deposit of such funds with the Depositary, our obligation to make such payment will 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. In all cases, payment for Shares that are accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of of: • certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure Section 3—“Procedure for Tendering Shares—Book-Entry Delivery”)), ; Table of Contents • a properly completed and duly executed Letter of Transmittal Transmittal, with any required signature guarantees or an Agent’s Message (defined in Section 3—“Procedure for Tendering Shares—Book-Entry Delivery”) in connection with a book-entry transfer; and • any other documents required documentsby the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery For purposes of the Offer, we will be deemed to have accepted for payment tendered Shares when, as and other required documents occurs at different timesif we give oral or written notice of its acceptance to the Depositary. For See Section 3—“Procedure for Tendering Shares” for a description of the procedure for tendering Shares pursuant to the Offer. Upon the terms and subject to the conditions to the Offer, see “The payment for Shares accepted for payment pursuant to the Offer — Procedure will be made by deposit of the Offer Price therefor with the Depositary, which will act as agent for Tendering Shares.” tendering Stockholders for the purpose of receiving payments from us and transmitting such payments to tendering Stockholders of record whose Shares have been accepted for payment. Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in making such payment. If we increase the consideration to be paid do not accept for payment any tendered Shares pursuant to the OfferOffer for any reason, or if the tendering Stockholders submit certificates for more Shares than are tendered, we will pay return certificates (or instruct the transfer agent to issue new certificates) representing unpurchased or untendered Shares, without expense to such increased consideration for all tendering Stockholders (or, in the case of Shares purchased delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3—“Procedure for Tendering Shares”, the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly following the expiration, termination or withdrawal of the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your the tendering Stockholders’ rights to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the OfferOffer (including, we 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 prior promptly after the Expiration Date. All questions as to the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of such terms and conditions will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding on all conditions to the Offer set forth in “parties. See Sections 1 and 14. The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve Purchaser expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. For See Section 15. Any such delays will be effected in compliance with Rule 14e-l(c) under the Exchange Act (relating to a description of our right bidder's obligation to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment return tendered securities promptly after the termination or payment for Shares, see “The Offer — Terms withdrawal of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to youbidder's offer). In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates (a) Share Certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or 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, and (c) any other documents required by the Letter of Transmittal. The per Share consideration paid to any shareholder pursuant to the Offer will be the highest per Share consideration paid to any other shareholder of the same class pursuant to the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to the Purchaser as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares. 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 validly tendering shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering shareholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering shareholders, the Purchaser's obligation to make such payment shall be satisfied and tendering shareholders 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. The 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 charges and expenses of the Depositary and the Information Agent. If the Purchaser is delayed in its acceptance for payment of or payment for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, 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 such Shares may not be withdrawn except to the extent tendering shareholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 3. If any tendered Shares are not purchased pursuant to the Offer for any reason, Share Certificates for any such unpurchased Shares will be returned, without expense to the tendering shareholder (or or, in the case of a confirmation of a Shares delivered by book-entry transfer of such Shares into the Depositary’s 's account at the a Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For a description of the procedure for tendering Shares pursuant to the Offerprocedure set forth in Section 2, see “The Offer — Procedure for Tendering Shares.” Under no circumstances such Shares will we pay interest on be credited to an account maintained at the consideration paid for Shares pursuant to appropriate Book-Entry Transfer Facility), as promptly as practicable after the Offerexpiration, regardless termination or withdrawal of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to Parent, or to one or more direct or indirect wholly owned subsidiaries of our affiliates Parent, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us the Purchaser of our its obligations under the Offer or and will in no way prejudice your the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased payment pursuant to 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 (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility as defined below), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offer, we the Fund will accept for payment payment, and will pay for all cash for, Common Shares validly tendered prior to on or before the Expiration Date, and not properly withdrawn in accordance with Section 4, promptly after the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “Fund’s Offer. The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve Fund expressly reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Actin its sole discretion, to delay the acceptance for payment of, or payment for Shares for, Common Shares, in order to comply comply, in whole or in part part, with any applicable law. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay Payment for Shares accepted for payment pursuant to the Offer will be made by depositing the purchase price with Depositary out of funds made available to it by the DepositaryFund. The Depositary will act as your agent for the Fund for the purpose of receiving payments from us and transmitting such payments effecting payment to youthe tendering Shareholders. 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) Share certificates for evidencing such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility Confirmation of the delivery of such Shares, (as defined in “The Offer — Procedure for Tendering Shares”)), ii) a properly completed and duly executed Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal, and (iii) any other documents required documentsby the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders Shareholders at different times if delivery the same time and will depend upon when Share certificates are received by the Depositary or when Book-Entry Confirmations of tendered Shares are received in the Shares and other required documents occurs Depositary’s account at different times. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any delay in making such payment. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for paymentDTC. If any tendered Shares are not purchased pursuant to the Offer accepted for any reasonpayment or are not paid because of an invalid tender, or if certificates are submitted for more Shares than are tendered, certificates or if a Shareholder withdraws tendered Shares, (i) the Shares will be issued in book-entry form and will be electronically held in your account for such unpurchased Shares, as soon as practicable following the expiration, termination or untendered withdrawal of the Offer, (ii) Shares will be returned (or, in delivered pursuant to the case of Shares tendered by book-entry transfer, such Shares delivery procedures will be credited to an the account from which they were delivered, and (iii) uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan will be returned to the dividend reinvestment plan account maintained at by the Book-Entry Transfer Facility as defined below)transfer agent. The Fund will pay all transfer taxes, without expense if any, payable on the transfer to youit of Shares purchased pursuant to the Offer. If, as promptly as practicable following however, payment of the expiration purchase price is to be made to, or termination if unpurchased Shares were registered in the name of, any person other than the tendering holder, or if any tendered certificates are registered or the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. In addition, if certain events occur, the Fund may not be obligated to purchase Shares pursuant to the Offer. See Section 13, “Conditions of the Offer.” A tendering U.S. Shareholder or other payee who fails to fully complete and sign an IRS Form W-9 (or substitute form) may be subject to U.S. federal income backup withholding on the gross proceeds paid to such Shareholder or other payee pursuant to the Offer. Non-U.S. Shareholders (as defined in Section 6, “Certain Material U.S. Federal Income Tax Consequences” below) should provide the Depositary with an appropriate completed IRS Form W-8BEN or Form W-8BEN-E (or substitute form) in order to avoid backup withholding. A copy of IRS Form W-9, W-8BEN or W-8BEN-E will be provided upon request from the Depositary. See Section 3, “Procedures for Tendering Common Shares” and Section 6, “Certain Material U.S. Federal Income Tax Consequences.”