Common use of Certain Legal Matters Clause in Contracts

Certain Legal Matters. Except as described in this Section 13, based on information provided by OpticNet, OpticNet, the Purchaser, and BEI are not aware of any license or regulatory permit that appears to be material to the business of OpticNet that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock by the Purchaser in connection with the Offer or the Merger. Should any such approval or other action be required, the Purchaser and BEI presently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNet's business or that certain parts of OpticNet's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, or pay for, shares of OpticNet common stock that are tendered in the Offer. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 1315, based on a review of publicly available filings made by the Company with the SEC and other publicly available information provided by OpticNetconcerning the Company, OpticNet, none of the Purchaser, and BEI are not Parent or TBG Holdings is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares Shares (and the indirect acquisition of OpticNet common the stock in connection with of the Offer or the MergerCompany's subsidiaries), as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority any governmental entity that would be required for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser Purchaser, Parent and BEI presently TBG Holdings currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While, except as otherwise expressly described in this Offer to PurchaseSection 15, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES LAWS. A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which States have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent takeover statutes that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982purport, in a case named Xxxxx x. MITE Corp.varying degrees, the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state to be applicable to attempts to acquire securities law, made takeovers of corporations meeting certain requirements more difficultthat are incorporated or have assets, shareholders, executive offices or places of business in such states. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.Xxxxx x.

Certain Legal Matters. General Except as described in this Section 13otherwise disclosed herein, based on information provided by OpticNetupon an examination of publicly available filings with respect to the Company, OpticNet, Parent and the Purchaser, and BEI Purchaser are not aware of any license licenses or other regulatory permit that appears permits which appear to be material to the business of OpticNet that the Company and which might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with Shares by the Purchaser pursuant to the Offer or the Merger, or of any approval or other action by a domestic or foreign any governmental, administrative or regulatory agency or authority that which would be required for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with pursuant to the Offer or the MergerOffer. Should any such approval or other action be required, the Purchaser and BEI presently contemplate it is currently contemplated that such approval or other action will would be sought, except as described below under "State Takeover Laws"sought or taken. While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are tendered in the Offer pending the outcome of any such matter, there There can be no assurance that any such approval or other action, if needed, would be obtained or would or, if obtained, that it will be obtained without substantial conditions or that failure to obtain any such approval or other action adverse consequences might not result in consequences adverse to OpticNetthe Company's or Parent's business or that certain parts of OpticNetthe Company's or Parent's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or taken, any of which could cause the Purchaser to elect to terminate the Offer without the purchase of the Shares thereunder. The Purchaser's obligation under the Offer to accept for payment and pay for Shares is subject to certain conditions set forth in order Section 11. Antitrust Compliance Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission ("FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to obtain any such approval or other actionthe Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. If certain types The acquisition of adverse action are taken Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Parent intends to file a Notification and Report Form with respect to the matters discussed belowacquisition of Shares pursuant to the Offer and the Merger with the Antitrust Division and the FTC on May 18, 1999. Under the provisions of the HSR Act applicable to the purchase of Shares pursuant to the Offer, such purchases may not be made until the expiration of a 15-calendar day waiting period following the filing by Parent. Accordingly, the waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on June 2, 1999, unless early termination of the waiting period is granted or Parent receives a request for additional information or documentary material prior thereto. If either the FTC or the Antitrust Division were to request additional information or documentary material from Parent, the waiting period would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by Parent with such request unless the waiting period is sooner terminated by the FTC or the Antitrust Division. Thereafter, the waiting period could be extended only by agreement or by court order. Only one extension of such waiting period pursuant to a request for additional information is authorized by the rules promulgated under the HSR Act, except by agreement or by court order. Any such extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. Although the Company is required to file certain information and documentary material with the Antitrust Division and the FTC in connection with the Offer, neither the 25 28 Company's failure to make such filings nor a request from the Antitrust Division or the FTC for additional information or documentary material made to the Company will extend the waiting period. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of Shares by the Purchaser could decline pursuant to accept for payment, or pay for, shares of OpticNet common stock that are tendered in the Offer. See Section 14 (Conditions At any time before or after the Purchaser's purchase of Shares, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares pursuant to the Offer) Offer or seeking divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of Parent, the Company or any of their respective subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. Section 11 of this Offer to Purchase for contains a description of certain conditions to the OfferOffer that could become applicable in the event of such a challenge. Neither Parent, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 the Purchaser nor the Company believes that the antitrust and competition laws of certain other foreign jurisdictions require notification of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% transaction or more the observance of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtainedpre-consummation waiting periods. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES State Takeover Laws A number of states have adopted laws that purport, and regulations applicable to varying degrees, to apply to attempts offers to acquire securities of corporations that which are incorporated in, or that in such states and/or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficulttherein. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of AmericaEdgax x. XXXE Corporation, the Supreme Court of the United States held that the State Illinois Business Takeover Statute, which made the takeover of Indiana couldcertain corporations more difficult, imposed a substantial burden on interstate commerce and was therefore unconstitutional. In CTS Corporation v. Dynamics Corporation of America, the Supreme Court held that as a matter of corporate law, and in particular, those laws concerning corporate governance, a state may constitutionally disqualify a potential an acquiror from of "control shares" (ones representing ownership in excess of certain voting shares power thresholds e.g. 20%, 33% or 50%) of a target corporation incorporated in its state and meeting certain other jurisdictional requirements from exercising voting power with respect to those shares without the prior approval of a majority of the remaining stockholders wheredisinterested stockholders. Section 203 of the DGCL limits the ability of a Delaware corporation to engage in business combinations with "interested stockholders" (defined generally as any beneficial owner of 15% or more of the outstanding voting stock of the corporation) unless, among other things, the corporation is incorporated, and corporation's board of directors has a substantial number of stockholders, given its prior approval to either the business combination or the transaction which resulted in the statestockholder becoming an "interested stockholder." The Company's Board of Directors has approved the Merger Agreement and the Purchaser's acquisition of Shares pursuant to the Offer and, therefore, Section 203 of the DGCL is inapplicable to the Offer and the Merger. SubsequentlyBased on information supplied by the Company, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled Purchaser does not believe that certain Oklahoma statutes were unconstitutional insofar as they purported any state takeover laws purport to apply to corporations incorporated outside the Offer or the Merger. Neither the Purchaser nor Parent has currently complied with any state takeover statute or regulation. The Purchaser reserves the right to challenge the applicability or validity of any state law purportedly applicable to the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of Offer or the Merger are not required. However, the Department of Justice and nothing in this Offer to Purchase or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights action taken in connection with the Offer. However, if Offer or the Merger is consummated, each holder intended as a waiver of shares of common stock who has neither voted in favor of such right. If it is asserted that any state takeover statute is applicable to the Offer or the Merger nor consented thereto in writingand if an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, the Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities, and who otherwise under the DGCL complies with the applicable statutory procedures will Purchaser might be entitled unable to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment accept for payment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, pay for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid Shares tendered pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws be delayed in consummating the Offer or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure In such case, the Purchaser may not be obliged to follow the steps required by Section 262 of the DGCL accept for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take payment or pay for any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, Shares tendered pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating theretoOffer.

Certain Legal Matters. Except as described in this Section 1315, based on information provided by OpticNetthe Company, OpticNetnone of the Company, the Purchaser, and BEI are not Purchaser or Honeywell is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares Shares (and the indirect acquisition of OpticNet common the stock in connection with of the Offer or the Merger, Company's subsidiaries) as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition and ownership of shares the Shares (and the indirect acquisition of OpticNet common the stock of the Company's subsidiaries) by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be requiredrequired or desirable, the Purchaser and BEI Honeywell presently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". ." While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to 28 31 obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. (a) State Takeover Laws. DELAWARE LAW The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an "interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is " (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.e.

Certain Legal Matters. Xxxxx, Xxottrade, and a Scottrade branch manager were jointly named as defendants in an NASD arbitration proceeding filed in January 1999 (NASD Case #99-00028). The claimant in the proceedings was a Scottrade customer whose stock in Johnxxx & Xohnxxx xxx sold by Scottrade because timely payment for the purchase of the stock was not received. Claimant alleged that when Scottrade liquidated his position because of nonpayment, Scottrade's failure to provide notice of the sale was misrepresentation. Claimant sought an award of $4,227. In January 2000, the arbitrator determined in full and final resolution of the issues submitted that the defendants were jointly and severally liable to claimant for $1,000. All other requested relief was denied. The award contained no specific findings of any violations of any law or rule or that a misrepresentation had occurred. Rinex xxxer had any direct dealings with the claimant and was apparently named in the proceeding solely as a result of being the President of Scottrade. Except as described in this Section 1315, based on information provided by OpticNetComputer Research, OpticNet, the Purchaser, and BEI are not neither Computer Research nor CRI Acquisition is aware of any license or regulatory permit that appears to be material to the business of OpticNet Computer Research, that might be adversely affected by the PurchaserCRI Acquisition's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of the shares of OpticNet common stock by the Purchaser in connection with the Offer or the MergerCRI Acquisition as contemplated herein. Should any such approval or other action be required, the Purchaser and BEI CRI Acquisition presently contemplate contemplates that such approval or other action will be sought, except as described below under "State Takeover Laws". ." While, except as otherwise described in this Offer to Purchase, the Purchaser CRI Acquisition does not presently intend to delay the acceptance for payment of, of or payment for, for shares of OpticNet common stock that are tendered in pursuant to the Offer offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetComputer Research's business or that certain parts of OpticNetComputer Research's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser CRI Acquisition could decline to accept for payment, payment or pay for, for any shares of OpticNet common stock that are tendered in the Offertendered. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offeroffer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES LAWS A number of states states, including Pennsylvania where Computer Research is incorporated, have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholdersshareholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, Computer Research conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it Computer Research is not known whether any of these incorporated under the laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations Pennsylvania. Subchapters E-H of Chapter 25, Title 15 of the Pennsylvania Business Corporation Law include various anti-takeover provisions. Subchapter E seeks to inconsistent regulations. Similarly, protect the rights of existing shareholders of a corporation involved in a case named Tyson Foods, Inc. x. XxXxxxxxxx, control transaction (defined as the acquisition by a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside person or group of the State status of Tennessee. This decision was affirmed by a controlling person or group, which generally has voting power over voting shares entitling the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions holders thereof to cast at least 20% of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although votes that all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will shareholders would be entitled to receive a judicial determination cast in an election of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combinationdirectors) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into providing them the right to receive the price paid demand fair value for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as Under Subchapter E, shareholders are entitled to notice of the day before the first announcement attempt to purchase control shares, of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' their rights under the California law, a stockholder must not vote in favor statute and of the merger and price they may demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting for those shares. Stockholders who may be Subchapter E also provides that shareholders objecting to the transaction are entitled to dissenters' rights and other remedies. Subchapter F provides that a Pennsylvania corporation shall not engage at any time in connection any business combination (defined to include mergers and certain other actions) with any interested stockholder of the Merger will receive additional information concerning appraisal rights corporation (including the beneficial owner of shares entitling that person to cast at least 20% of the votes that all shareholders would be entitled to cast in an election of directors), with certain exceptions for business combinations approved by the board of directors and/or shareholders of the corporation and meeting certain financial conditions. Subchapter G requires the approval of shareholders (first holders of disinterested shares and then holders of all voting shares) before anyone who either has acquired or seeks to acquire a certain percentage of ownership (generally, 20% or more) in a publicly-traded corporation can vote the control shares so acquired. Subchapter H provides that any profits received from the sale of equity securities by a controlling person or group can be recovered by the corporation with respect to dispositions made within 18 months after the person or group obtained controlling person or group status if the equity security had been acquired within 24 months before or 18 months after the person or group obtained controlling group status. Computer Research's board of directors approved the Purchase Agreement and the procedures consummation of the transactions contemplated thereby and has taken all appropriate action, including the adoption of bylaws within the proper time period that specifically provide that the Pennsylvania anti-takeover provisions do not apply to Computer Research, so that the above-described anti-takeover provisions of the Pennsylvania Business Corporation Law, with respect to Computer Research, will not be followed applicable to CRI Acquisition and its affiliates. If any government official or third party should seek to apply any state takeover law to the offer or the merger or other business combination between CRI Acquisition or any of its affiliates and Computer Research, CRI Acquisition will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in connection therewith before such stockholders have appropriate court proceedings. In the event it is asserted that one or more state takeover statutes is applicable to take any action relating thereto.the offer or the merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the offer or the merger, CRI Acquisition might be required to file certain information with, or to receive approvals from, the relevant state

Certain Legal Matters. Except as described in this Section 1315, based on a review of publicly available filings made by the Company with the Commission and other publicly available information provided by OpticNetconcerning the Company and discussions of representatives of Parent with representatives of the Company, OpticNet, none of the Purchaser, and BEI are not Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its Subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares Shares (and the indirect acquisition of OpticNet common the stock in connection with of the Offer or the Merger, Company's subsidiaries) as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority any Governmental Entity that would be required or desirable for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be requiredrequired or desirable, Parent and the Purchaser and BEI presently currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While, While (except as otherwise expressly described in this Offer to Purchase, Section 15) the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) for a description of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 1315, based on a review of publicly available filings made by the Company with the Commission and other publicly available information provided concerning the Company, as well as certain representations made to the Purchaser and Parent in the Merger Agreement by OpticNetthe Company, OpticNet, neither the Purchaser, and BEI are not Purchaser nor Parent is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, Shares as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority any Governmental Entity that would be required for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI presently Parent currently contemplate that such approval or other action will be sought, except as described below under "State State-Takeover Laws". While, except as otherwise expressly described in this Offer to PurchaseSection 15, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, or payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtainedState Takeover Laws. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which States have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent takeover statutes that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982purport, in a case named varying degrees, to be applicable to attempts to acquire securities of corporations that are incorporated or have assets, stockholders, executive offices or places of business in such states. In Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds held that the Illinois Business Takeover StatuteAct, which, as a matter of which involved state securities law, laws that made takeovers the takeover of certain corporations meeting certain requirements more difficult, imposed a substantial burden on interstate commerce and therefore was unconstitutional. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described set forth in this Section 1315, based on a review of publicly available filings by the Company with the Commission and other information concerning the Company provided by OpticNet, OpticNetto Parent, the Purchaser, and BEI are Purchaser is not aware of any license or other regulatory permit that which appears to be material to the business of OpticNet the Company that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with Shares pursuant to the Offer or (and the Mergerindirect acquisition of the stock of the Company's subsidiaries), or of any approval or other action by a any domestic or foreign governmental, governmental or administrative or regulatory agency or authority that would be required for prior to the acquisition and ownership of shares of OpticNet common stock Shares by the Purchaser in connection with pursuant to the Offer or the MergerOffer. Should any such approval or other action be required, it is the Purchaser and BEI presently contemplate Purchaser's present intention that such additional approval or other action will would be sought, except as described below under "State Takeover Laws". While, except as otherwise described in this Offer to Purchase, While the Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares purchase of OpticNet common stock that are Shares tendered in pursuant to the Offer pending the outcome receipt of any such matteradditional approval or the taking of any such action, there can be no assurance that any such additional approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action adverse consequences might not result in consequences adverse to OpticNetthe Company's business or Parent's business, or that certain parts of OpticNetthe Company's or Parent's business might not have be required to be disposed of or held separate or other substantial conditions complied with in order to obtain such approval or action or in the event that such approvals were not obtained or such other actions were not taken or in order taken. The Purchaser's obligation to obtain any such approval or other action. If purchase and pay for Shares is subject to certain types of adverse action are taken with respect conditions relating to the legal matters discussed below, the Purchaser could decline to accept for payment, or pay for, shares of OpticNet common stock that are tendered in the Offerthis Section 15. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions13. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.28

Certain Legal Matters. Except Based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and the review of certain information furnished by the Company to Parent and discussions of representatives of Parent with representatives of the Company during Parent's investigation of the Company, except as otherwise described in this Section 13Offer to Purchase, based on information provided by OpticNet, OpticNet, neither the Purchaser, and BEI are not Purchaser nor Parent is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, Shares as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority any Governmental Entity that would be required for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI presently Parent currently contemplate that such approval or other action will be sought, except as described below under "State State-Takeover Laws". While, except as otherwise expressly described in this Offer to PurchaseSection 15, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 Nevada Gaming Regulations. The ownership and operation of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging casino gaming facilities in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the Nevada are subject Delaware corporation does not have a class of voting stock that is to: (i) listed on a national securities exchange, the Nevada Act; and (ii) authorized for quotation on various local regulation. Parent's and the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on Company's respective gaming operations are subject to the NASDAQ Stock Market licensing and is held by less than 2,000 stockholders, Section 203 regulatory control of the DGCL is not applicable to the Merger AgreementNevada Commission, the OfferNevada Board, the Merger Xxxxx County Liquor and Gaming Licensing Board (the "CCLGLB") and the other transactions contemplated by Xxxxxxx County Commission. The Nevada Commission, the Merger Agreement. STATE TAKEOVER STATUTES A number Nevada Board, the CCLGLB and the Xxxxxxx County Commission are collectively referred to as the "Nevada Gaming Authorities." Regulations of states have adopted laws the Nevada Commission provide that purportcontrol of a registered publicly traded corporation such as the Company cannot be acquired through a tender offer, to varying degreesmerger, to apply to attempts to acquire corporations that are incorporated inconsolidation, or that have substantial acquisition of assets, stockholders, principal executive offices management or principal places consulting agreements or any form of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation takeover whatsoever without the prior approval of the remaining stockholders whereNevada Commission. Parent and the Purchaser have filed their applications for the necessary approvals with the Nevada Board and the Nevada Commission, and, assuming favorable recommendations from the Nevada Board, anticipate receiving the required approvals from the Nevada Commission in January 1995. The Nevada Board reviews and investigates applications for such approvals and makes recommendations on such applications to the Nevada Commission for final action. Under the Nevada Act, the Nevada Commission is required to use its best efforts to take final action upon an application for approval of an acquisition of control by a person making a tender offer, within 60 days of the date of filing such application and payment of the required fees. If the Nevada Commission cannot take final action within such period, the Nevada Commission is required to provide the applicant with written notice of a time certain for completion of the Nevada Board's investigation and final action by the Nevada Commission. Parent is currently registered as a publicly traded corporation and has been found suitable to own the shares of a subsidiary that has licensed gaming facilities in Nevada. Accordingly, Parent does not expect significant delays in obtaining necessary approvals in January 1995. However, there can be no assurances that such approvals will be granted or will be granted within such time. Furthermore, any such approval, if granted, does not constitute a finding, recommendation or approval by the Nevada Board or the Nevada Commission as to the accuracy or adequacy of the Offer to Purchase or the merits of the Offer and the Merger. Any representation to the contrary is unlawful. In seeking approval to acquire control of the Company, Parent and Purchaser must satisfy the Nevada Commission as to a variety of stringent standards. The Nevada Board and the Nevada Commission will consider all relevant material facts in determining whether to grant such approval, and may consider not only the effects of the Offer and the Merger but also any other facts that are deemed relevant. Such facts may include, among other thingsothers, (i) the business history of the applicant, including its record of financial stability, integrity, and success of its operations, as well as its current business activities; and (ii) whether the Offer and the Merger will create a significant risk that Parent, the corporation is incorporatedCompany or their subsidiaries will not satisfy their financial obligations as they become due or satisfy all financial and regulatory requirements imposed by the Nevada Act. The Nevada Commission must approve Parent and the Purchaser as controlling stockholders of the Company, and has a substantial number register Purchaser as an intermediary company prior to the Merger. Following receipt of stockholdersthe necessary approvals of the Nevada Commission and consummation of the Merger, the Company will be registered by the Nevada Commission as an intermediary company of Parent. Certain officers, directors and key employees of Parent and the Purchaser prior to the Merger, or the Company after the Merger, who will be actively and directly involved in the stateCompany's gaming activities, may also be required to be found suitable or licensed by the Nevada Gaming Authorities. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in The Nevada Gaming Authorities may deny an application for licensing or registration for any cause that they would subject deem reasonable. A finding of suitability is comparable to licensing, and both require the submission of detailed personal and financial information followed by a thorough investigation. All individuals required to file applications for findings of suitability as such corporations officers and directors of Purchaser and the Company expect to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals have applications filed on their behalf for the Sixth Circuitnecessary approvals with the Nevada Board and the Nevada Commission by December 24, 1994, and, assuming favorable recommendations from the Nevada Board, anticipate receiving the required approvals from the Nevada Commission in January 1995. In December 1988However, there can be no assurances that such approvals will be granted. New Jersey Gaming Regulations. The Casino Control Act requires prior approval from the CCC before control of a Federal District Court located in casino licensee can be transferred. However, pursuant to an interim casino authorization, the State Casino Control Act permits an entity that obtains publicly-traded securities relating to a casino licensee to acquire and own securities conferring control of Florida such licensee prior to obtaining approval from the CCC. During the period of interim authorization the publicly traded securities of such licensee must be held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that trust pursuant to the provisions of the Florida Affiliated Transactions Act and the Florida Casino Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside Act. As a result of the State transfer of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition Shares to the price paid in Purchaser pursuant to the Offer and the market value Merger, Parent and the Purchaser will be required to timely file a completed application with the CCC for qualification as a holding and intermediary company, respectively, of the common stocka New Jersey casino licensee, which application must include a fully executed and approved, but not operative, trust agreement. Stockholders should recognize Such completed application will require that the value so determined could be higher or lower than CCC render decisions with respect to the price per share paid interim authorization (within 120 days of its submission) and plenary qualification (within twelve months of its decision with respect to interim authorization) of Parent and the Purchaser as holding and intermediary companies respectively of a New Jersey casino licensee. Although the Merger Agreement provides the Purchaser with the option to either (i) seek regulatory approval of a trust covering all Shares acquired pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of Offer and the DGCL fails Merger or (ii) seek such approval with respect to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the a trust covering common stock of such stockholder the Company's qualified New Jersey intermediary company, Parent and the Purchaser do not intend to pursue the latter option. Accordingly, Parent intends to prepare a trust agreement that will provide for the deposit of the tendered Shares in trust pending plenary qualification by the CCC. The trustee may not exercise rights incident to the ownership of the property unless the CCC orders that the trust agreement become operative, which order may not be converted into made unless the right CCC denies interim authorization; finds reasonable cause to receive believe that any person required to be qualified may be found unqualified; or denies plenary qualification. The CCC may grant interim authorization where it finds by clear and convincing evidence that (1) statements of compliance have been issued under the price paid for each share of common stock Casino Control Act; (2) the casino hotel is an approved hotel in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.Casino Control Act;

Certain Legal Matters. Except as described in this Section 1314, based on information provided by OpticNet, OpticNet, the Purchaser, and BEI are not aware of any license or regulatory permit that appears to be material to the business of OpticNet that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock by the Purchaser in connection with the Offer or the Merger. Should any such approval or other action be required, the Purchaser and BEI presently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNet's business or that certain parts of OpticNet's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, or pay for, shares of OpticNet common stock that are tendered in the Offer. See Section 14 13 (Certain Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a 41 case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 13otherwise disclosed herein, based on information provided by OpticNetupon an examination of publicly available filings with respect to Xxxxxx, OpticNet, the Purchaser, and BEI are OrthoStrategies is not aware of any license licenses or other regulatory permit that appears permits which appear to be material to the business of OpticNet that Xxxxxx and which might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Shares by OrthoStrategies pursuant to the Offer or the Merger, or of any approval or other action by a domestic or foreign any governmental, administrative or regulatory agency or authority that which would be required for the acquisition and or ownership of shares of OpticNet common stock the Shares by OrthoStrategies pursuant to the Purchaser in connection with the Offer or the MergerOffer. Should any such approval or other action be required, the Purchaser and BEI presently contemplate it is currently contemplated that such approval or other action will would be sought, except as described below under "State Takeover Laws"sought or taken. While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are tendered in the Offer pending the outcome of any such matter, there There can be no assurance that any such approval or other action, if needed, would be obtained or or, if obtained, that it would be obtained without substantial conditions or that failure to obtain any such approval or other action adverse consequences might not result in consequences adverse to OpticNet's Xxxxxx'x or OrthoStrategies' business or that certain parts of OpticNet's Xxxxxx'x or OrthoStrategies' business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order taken, any of which might enable OrthoStrategies to obtain any such approval or other actionelect to terminate the Offer without the purchase of the Shares thereunder, if the relevant conditions to termination were met. If certain types of adverse action are taken with respect to OrthoStrategies' obligation under the matters discussed below, the Purchaser could decline Tender Offer Agreement to accept for payment, or payment and pay for, shares of OpticNet common stock that are tendered in for the OfferShares is subject to certain other conditions. See Section 14 13. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules that have been promulgated thereunder by the Federal Trade Commission (Conditions "FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Offer) Antitrust Division of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing FTC and certain waiting period requirements have been satisfied. The acquisition of the Merger are Shares by OrthoStrategies is not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rightsthese requirements. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.State Takeover Laws

Certain Legal Matters. Except as described in this Section 13, 15 — “Certain Legal Matters,” based on information provided by OpticNetMicrofluidics, OpticNetnone of Microfluidics, the Purchaser, and BEI are not Purchaser or IDEX is aware of any license or regulatory permit that appears to be material to the business of OpticNet Microfluidics that might be adversely affected by the Purchaser's ’s acquisition of shares of OpticNet common stock the Shares in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock the Shares by the Purchaser in connection with the Offer or the MergerOffer. Should any such approval or other action be required, the Purchaser and BEI we presently contemplate that intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While, except “— Business Combination Statutes.” Except as otherwise described in this Offer to Purchase, although the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNet's Microfluidics’ business or that certain parts of OpticNet's Microfluidics’ business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (— “Conditions to of the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.”

Certain Legal Matters. ​ Except as described in this Section 1315 — “Certain Legal Matters,” none of Science 37, based on information provided by OpticNet, OpticNet, the Purchaser, and BEI are not Purchaser or Parent is aware of any license or regulatory permit that appears to be material to the business of OpticNet Science 37 that might be adversely affected by the Purchaser's ’s acquisition of shares of OpticNet common stock the Shares in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock the Shares by the Purchaser in connection with the Offer or the MergerOffer. Should any such approval or other action be required, the Purchaser and BEI we presently contemplate that intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While, except “— Business Combination Statutes.” Except as otherwise described in this Offer to Purchase, the although Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are Shares tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNet's Science 37’s business or that certain parts of OpticNet's Science 37’s business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (— “Conditions to of the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.”

Certain Legal Matters. Except as described in this Section 1314, based on information provided by OpticNetStarbase, OpticNetnone of Starbase, the Purchaser, and BEI are not Purchaser or Borland is aware of any license or regulatory permit that appears to be material to the business of OpticNet Starbase that might be adversely affected by the Purchaser's ’s acquisition of shares of OpticNet Starbase common stock in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet Starbase common stock by the Purchaser in connection with the Offer or the Merger. Should any such approval or other action be required, the Purchaser and BEI Borland presently contemplate that such approval or other action will be sought, except as described below under "“State Takeover Laws"Statutes”. While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of OpticNet Starbase common stock that are tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNet's Starbase’s business or that certain parts of OpticNet's Starbase’s business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, or pay for, shares of OpticNet Starbase common stock that are tendered in the Offer. See Section 14 13 (Certain Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 1316, based on information provided by OpticNetthe Company, OpticNetnone of the Company, the Purchaser, and BEI are not Purchaser or Parent is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, Shares as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock the Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI Parent presently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". ." While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) of this Offer to Purchase 15 for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW State Takeover Laws. In general, Section 203 of the DGCL prevents an interested stockholder (generallyaddition to Florida, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply and regulations applicable to attempts to acquire securities of corporations that which are incorporated inincorporated, or that have substantial assets, stockholdersshareholders, principal executive offices or principal places of business business, or whose business operations otherwise have substantial economic effects ineffects, in such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In However, in 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana couldmay, as a matter of corporate lawlaw and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting shares on the affairs of a target corporation without the prior approval of the remaining stockholders where, among other things, shareholders. The state law before the corporation is incorporated, and has Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders, shareholders in the statestate and were incorporated there. SubsequentlyThe Company, directly or through subsidiaries, conducts business in a case named TLX Acquisition Corp. v. Telex Corp.number of states throughout the United States, a Federal District Court located in some of which have enacted takeover laws. The Purchaser does not know whether any of these laws will, by their terms, apply to the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, the Purchaser will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws are applicable to corporations incorporated outside of the State of Oklahoma in Offer or the Merger, and an appropriate court does not determine that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional it is inapplicable or invalid as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by Offer, the United States Court of Appeals for Purchaser might be required to file certain information with, or receive approvals from, the Sixth Circuitrelevant state authorities. In December 1988addition, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. Howeverif enjoined, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at Purchaser might be unable to accept for payment any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with Shares tendered pursuant to the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted or be delayed in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment continuing or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in consummating the Offer and the market value of Merger. In such case, the common stock. Stockholders should recognize that the value so determined could Purchaser may not be higher obligated to accept for payment, or lower than the price per share paid pay for, any Shares tendered pursuant to the Offer. If any holder of common stock who demands appraisal under See Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto15.

Certain Legal Matters. Except as described in this Section 1315—"Certain Legal Matters," none of the Company, based on information provided by OpticNet, OpticNet, the Purchaser, and BEI are not Purchaser or Parent is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock the Shares in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock the Shares by the Purchaser in connection with the Offer or the MergerOffer. Should any such approval or other action be required, the Purchaser and BEI we presently contemplate that intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While, except —Business Combination Statutes." Except as otherwise described in this Offer to Purchase, the although Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are Shares tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure Table of Contents to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to irrevocably accept for payment, purchase or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to 14—"Conditions of the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the ."CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 13, 15 — “Certain Legal Matters,” based on information provided by OpticNetImClone, OpticNetnone of ImClone, the Purchaser, and BEI are not Purchaser or Lilly is aware of any license or regulatory permit that appears to be material to the business of OpticNet ImClone that might be adversely affected by the Purchaser's ’s acquisition of shares of OpticNet common stock the Shares in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock the Shares by the Purchaser in connection with the Offer or the MergerOffer. Should any such approval or other action be required, the Purchaser and BEI we presently contemplate that intend to seek such approval or other action will be soughtaction, except as described below under "“— State Takeover Laws". While, except Statutes.” Except as otherwise described in this Offer to Purchase, although the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNet's ImClone’s business or that certain parts of OpticNet's ImClone’s business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (— “Conditions to of the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.”

Certain Legal Matters. Except as described in this Section 1315, based on a review of publicly available filings made by the Company with the Commission and other publicly available information provided concerning the Company, as well as certain representations made to the Purchaser in the Stock Purchase Agreement by OpticNet, OpticNetthe Company, the Purchaser, and BEI are Purchaser is not aware of any regulatory license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition or ownership of shares of OpticNet common stock in connection with the Offer or the Merger, Shares as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority any governmental entity that would be required or desirable for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be requiredrequired or desirable, the Purchaser and BEI presently contemplate currently contemplates that such approval or other action will be sought, except as described below under "State Takeover Laws". While." Although, except as otherwise expressly described in this Offer to PurchaseSection 15, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (for Certain Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtainedState Takeover Laws. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which States have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent takeover statutes that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982purport, in a case named Xxxxx x. MITE Corp.varying degrees, the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state to be applicable to attempts to acquire securities law, made takeovers of corporations meeting certain requirements more difficultthat are incorporated or have assets, shareholders, executive offices or places of business in such states. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of AmericaEdgax x. XXXE Corp., the Supreme Court of the United States held that the State Illinois Business Takeover Act, which involved state securities laws that made the takeover of Indiana couldcertain corporations more difficult, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has imposed a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision burden on interstate commerce and therefore was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not requiredunconstitutional. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.CTS Corp.

Certain Legal Matters. Except as described in this Section 1315, based on a review of publicly available filings made by the Company with the Commission and other publicly available information provided by OpticNetconcerning the Company and discussions of representatives of Parent with representatives of the Company, OpticNet, none of the Purchaser, and BEI are not Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares Shares (and the indirect acquisition of OpticNet common the stock in connection with of the Offer or the Merger, Company's subsidiaries) as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority any Governmental Entity that would be required or desirable for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be requiredrequired or desirable, Parent and the Purchaser and BEI presently currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While, While (except as otherwise expressly described in this Offer to Purchase, Section 15) the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) for a description of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 1314, based on information provided by OpticNetthe Company, OpticNetnone of the Company, the Purchaser, and BEI are not Purchaser or Parent is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, Shares as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock the Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI Parent presently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". ." While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (13 -- "Certain Conditions to of the Offer) of this Offer to Purchase " for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 Affiliated Transaction Statute. Because the Company is incorporated under the laws of the DGCL prevents State of Florida, it is subject to Section 607.0901 (the "Affiliated Transactions Statute") of the FBCA. The Affiliated Transactions Statute generally prohibits a Florida corporation from engaging in an "affiliated transaction" with an "interested shareholder," unless (i) the affiliated transaction is approved by a majority of the disinterested directors or by the affirmative vote of the holders of two-thirds of the voting shares other than the shares beneficially owned by the interested shareholder, (ii) the corporation has not had more than 300 shareholders of record at any time for three years prior to the public announcement relating to the affiliated transaction, or (iii) the corporation complies with certain statutory fair price provisions. Subject to certain exceptions, under the FBCA an "interested shareholder" is a person who beneficially owns more than 10% of the corporation's outstanding voting shares. In general terms, an "affiliated transaction" includes: (i) any merger or consolidation with an interested stockholder shareholder; (generally, ii) the transfer to any interested shareholder of corporate assets with a stockholder owning 15fair market value equal to 5% or more of the corporation's consolidated assets or outstanding shares or representing 5% or more of the corporation's earning power or net income; (iii) the issuance to any interested shareholder of shares with a fair market value equal to 5% or more of the aggregate fair market value of all outstanding shares of the corporation; (iv) any reclassification of securities or corporate reorganization that will have the effect of increasing by more than 5% the percentage of the corporation's outstanding voting stock shares beneficially owned by any interested shareholder; (v) the liquidation or an affiliate thereofdissolution of the corporation if proposed by any interested shareholder; and (vi) from engaging any receipt by the interested shareholder of the benefit of any loans, advances, guaranties, pledges or other financial assistance or any tax credits or other tax advantages provided by or through the corporation. At the October 22, 2002 meeting of the Company's Board of Directors, by unanimous vote of all directors, including a majority of disinterested directors, the Company's Board of Directors have approved the Merger Agreement and the Shareholder Tender and Voting Agreements and the transactions contemplated by those agreements. As a result, the provisions of the Affiliated Transactions Statute are not applicable to the Offer and the Merger and the transactions contemplated by such agreements. Control Share Acquisition Statute. The Company also may be subject to Section 607.0902 of the FBCA (the "Control Share Acquisition Statute"). The Control Share Acquisition Statute provides that shares of publicly held Florida corporations that are acquired in a business combination ("control share acquisition" generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following will have no voting rights unless such rights are conferred on those shares by the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 vote of the DGCL does apply to holders of a business combination if majority of all the subject Delaware corporation does not have a class outstanding shares other than interested shares. A control share acquisition is defined, with certain exceptions, as the acquisition of the ownership of voting stock that is shares which would cause the acquirer to have voting power within the following ranges or to move upward from one range into another: (i) listed on a national securities exchange20%, but less than 33 1/3%; (ii) authorized for quotation on the NASDAQ Stock Market 33 1/3%, but less than 50%; or (iii) 50% or more of such votes. The Control Share Acquisition Statute does not apply to an acquisition of shares of a publicly held Florida corporation (i) pursuant to a merger or share exchange effected in compliance with the FBCA if the publicly held Florida corporation is a party to the merger or share exchange agreement, or (ii) if such acquisition has been approved by the board of record by more than 2,000 stockholdersdirectors of that corporation before the acquisition. Because OpticNet common stock is not listed on the Control Share Acquisition Statute specifically exempts (i) an acquisition of shares of a national securities exchange, is not authorized for quotation on publicly held Florida corporation which has been approved by the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 board of directors of the DGCL such corporation before the acquisition, and (ii) a merger effected in compliance with the FBCA if the publicly held Florida corporation is a party to the merger agreement, the provisions of the Control Share Acquisition Statute are not applicable to the Merger AgreementOffer or to the Merger. At the October 22, 2002 meeting of the Company's Board of Directors, by unanimous vote of all directors, the Company's Board of Directors approved the acquisition of the Subject Shares (as defined in the Shareholder Tender and Voting Agreements) pursuant to the Shareholder Tender and Voting Agreements, the acquisition of Shares pursuant to the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES Short-Form Merger. Section 607.1104 of the FBCA provides that, if a parent corporation owns at least 80% of the outstanding shares of each class of a subsidiary corporation, the merger of the subsidiary corporation into another 80% owned subsidiary of the parent corporation may be effected by a plan of merger adopted by the board of directors of the parent corporation and the appropriate filings with the Florida Department of State, without the approval of the shareholders of the subsidiary corporation (a "short-form merger"). In accordance with the FBCA, if Purchaser acquires at least 80% of the outstanding Shares, Purchaser will be able to effect the Merger without a vote of the other shareholders of the Company. In such event, the Company has agreed in the Merger Agreement to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective after such acquisition without a meeting of the Company's shareholders. State Takeover Statutes. A number of states have adopted laws that which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that which have substantial assets, stockholdersshareholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNetThe Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchaseherein, it is we do not known know whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has have not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed Merger we believe that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, howeverHowever, in a case named 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain the Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx Xxxxxxxxxxx, that the 38 provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all Based on information supplied by the Company and the approval by the Board of Directors of the Company of the Merger Agreement, the Shareholder Tender and Voting Agreements, the Merger and the Offer, Purchaser does not believe that any state takeover statutes or similar laws purport to apply to the Offer or the Merger. Neither Purchaser nor Parent has currently complied with any state takeover statute or regulation other than as set forth in this Offer to Purchase. If any government official or third party should seek to apply any state takeover law to the Offer or the Merger or other business combination between Purchaser or any of its affiliates and the Company, Purchaser will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event that it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and Purchaser might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In such case, Purchaser may not be obligated to accept for payment or pay for any tendered Shares pursuant to the Offer. Antitrust. Under the HSR Act, and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain acquisition transactions are subject may not be consummated unless certain information has been furnished to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Antitrust Division of the Department of Justice (the "Antitrust Division") and the Federal Trade Commission prior FTC and certain waiting period requirements have been satisfied. A Notification and Report Form with respect to closing of the Merger are not requiredOffer is expected to be filed under the HSR Act on or about October 28, 2002, and the waiting period with respect to the Offer under the HSR Act will expire at 11:59 P.M., New York City time, on the fifteenth day after such Notification and Report Form is filed. HoweverBefore such time, however, either the FTC or the Antitrust Division may extend the waiting period by requesting additional information or material from Purchaser. If such request is made, the Department waiting period will expire at 11:59 P.M., New York City time, on the tenth calendar day after Purchaser has substantially complied with such request. Thereafter, the waiting period may be extended only by court order or with Purchaser's consent. The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of Justice or transactions such as Purchaser's acquisition of Shares pursuant to the Federal Trade Commission, as well as a state or private person, may challenge Offer and the Merger at Merger. At any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary Purchaser's acquisition of Appraisal Rights Shares, the Antitrust Division or the FTC could take such action under the DGCLantitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares pursuant to the Offer or otherwise or seeking divestiture of Shares acquired by Purchaser or divestiture of substantial assets of Parent or its subsidiaries. Stockholders do Private parties, as well as state governments, may also bring legal action under the antitrust laws under certain circumstances. Based upon an examination of publicly available information relating to the businesses in which Parent and the Company are engaged, Parent and Purchaser believe that the acquisition of Shares by Purchaser will not have appraisal rights in connection with violate the antitrust laws. Nevertheless, there can be no assurance that a challenge to the Offer or other acquisition of Shares by Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 13 -- "Certain Conditions of the Offer," including conditions with respect to litigation and certain governmental actions. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in In addition to the price paid in United States, the antitrust and competition laws of other countries may apply to the Offer and the market value of Merger and additional filings and notifications may be required. Parent and the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant Company are reviewing whether any such filings are required and intend to make such filings promptly to the Offerextent required. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfectFederal Reserve Board Regulations. Regulations G, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal U and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law X (the "CGCLMargin Regulations"), which requires OpticNet to comply with certain statutory provisions ) of the CGCLFederal Reserve Board restrict the extension or maintenance of credit for the purpose of buying or carrying margin stock, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger andShares, if the merger credit is consummated, to receive cash compensation 50 equal to secured directly or indirectly by margin stock. Such secured credit may not be extended or maintained in an amount that exceeds the fair market maximum loan value of their sharesall the direct and indirect collateral securing the credit, including margin stock and other collateral. The fair market value of any dissenting shares All financing for the Offer will be determined structured so as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth to be in Chapter 13 of the California law in order to perfect such rights. Failure to comply full compliance with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating theretoMargin Regulations.

Certain Legal Matters. Except as described in this Section 1315, based on information provided by OpticNetthe Company, OpticNetnone of the Company, the Purchaser, and BEI are not Purchaser or Parent is aware of any license or regulatory permit that 39 42 appears to be material to the business of OpticNet the Company that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, Shares as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of OpticNet common stock the Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI Parent presently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". ." While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW State Takeover Laws. In general, Section 203 of the DGCL prevents an interested stockholder (generallyaddition to Virginia, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply and regulations applicable to attempts to acquire securities of corporations that which are incorporated inincorporated, or that have substantial assets, stockholdersshareholders, principal executive offices or principal places of business business, or whose business operations otherwise have substantial economic effects ineffects, in such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx Edgax x. MITE XXXE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In However, in 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana couldmay, as a matter of corporate lawlaw and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting shares on the affairs of a target corporation without the prior approval of the remaining stockholders where, among other things, shareholders. The state law before the corporation is incorporated, and has Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders, shareholders in the statestate and were incorporated there. SubsequentlyThe Company, directly or through subsidiaries, conducts business in a case named TLX Acquisition Corp. v. Telex Corp.number of states throughout the United States, a Federal District Court located in some of which have enacted takeover laws. The Purchaser does not know whether any of these laws will, by their terms, apply to the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, the Purchaser will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws are applicable to corporations incorporated outside of the State of Oklahoma in Offer or the Merger, and an appropriate court does not determine that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional it is inapplicable or invalid as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by Offer, the United States Court of Appeals for Purchaser might be required to file certain information with, or receive approvals from, the Sixth Circuitrelevant state authorities. In December 1988addition, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. Howeverif enjoined, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at Purchaser might be unable to accept for payment any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with Shares tendered pursuant to the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted or be delayed in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment continuing or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in consummating the Offer and the market value of Merger. In such case, the common stock. Stockholders should recognize that the value so determined could Purchaser may not be higher obligated to accept for payment, or lower than the price per share paid pay for, any Share tendered pursuant to the Offer. If any holder of common stock who demands appraisal under See Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto14.

Certain Legal Matters. Except as described in this Section 13otherwise disclosed herein, based on a review of publicly available information provided filed by OpticNet, OpticNetthe Company with the Commission, the Purchaser, and BEI are Purchaser is not aware of (i) any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with Shares by the Purchaser pursuant to the Offer or the Merger, or of (ii) any approval or other action by a domestic or foreign any governmental, administrative or regulatory agency or authority authority, domestic or foreign, that would be required for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI presently contemplate currently contemplates that it would seek such approval or other action will be sought, except as described below action. The Purchaser's obligation under "State Takeover Laws". While, except as otherwise described in this the Offer to Purchaseaccept for payment and pay for Shares is subject to certain conditions. See "THE OFFER, Section 12--Conditions to the Offer." While the Purchaser does not presently currently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action adverse consequences might not result in consequences adverse to OpticNet's the business of the Company or the Purchaser or that certain parts of OpticNet's business the businesses of the Company or the Purchaser might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such any other actions were not taken taken. The Offer constitutes a "going private" transaction under Rule 13e-3 of the Exchange Act. Consequently, the Purchaser, the Parent, the Parent Stockholders and the Company have signed the Schedule TO, which has been filed with the Commission, for purposes of certifying the information required by Rule 13e-3 of the Exchange Act contained therein. Pursuant to Rule 13e-3, this Offer to Purchase contains information relating to, among other matters, the fairness of the Offer to 800-JR CIGAR's stockholders (other than the Parent, the Purchaser, the Parent Stockholders and the Other Xxxxxxx Trusts). The Purchaser, the Parent and the Parent Stockholders are not aware of any pending or in order to obtain overtly threatened legal proceedings which would affect the Offer or the Merger. If any such approval or other action. If certain types of adverse action are taken with respect matters were to the matters discussed belowarise, the Purchaser could decline to accept for payment, payment or pay for, shares of OpticNet common stock that are for any Shares tendered in the Offer. See "THE OFFER, Section 14 (Conditions 12--Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the ."CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 13otherwise disclosed herein, based on a review of publicly available information provided filed by OpticNet, OpticNetthe Company with the Commission, the Purchaser, and BEI are Purchaser is not aware of (i) any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with Shares by the Purchaser pursuant to the Offer or the Merger, or of (ii) any approval or other action by a domestic or foreign any governmental, administrative or regulatory agency or authority authority, domestic or foreign, that would be required for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI presently contemplate currently contemplates that it would seek such approval or other action will be sought, except as described below action. The Purchaser's obligation under "State Takeover Laws". While, except as otherwise described in this the Offer to Purchaseaccept for payment and pay for Shares is subject to certain conditions. See "THE OFFER, Section 12 -- Conditions to the Offer." While the Purchaser does not presently currently intend to delay the acceptance for payment of, or payment for, shares of OpticNet common stock that are Shares tendered in pursuant to the Offer pending the outcome obtaining of any such matterapproval or the taking of any such action, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action adverse consequences might not result in consequences adverse to OpticNet's the business of the Company or the Purchaser or that certain parts of OpticNet's business the businesses of the Company or the Purchaser might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such any other actions were not taken or in order to obtain any such approval or other actiontaken. If certain types The Offer constitutes a "going private" transaction under Rule 13e-3 of adverse action are taken with respect to the matters discussed belowExchange Act. Consequently, the Purchaser, the Purchaser could decline Stockholders and the Company have signed the Schedule TO, which has been filed with the Commission, for purposes of certifying the information required by Rule 13e-3 of the Exchange Act contained therein. Pursuant to accept for paymentRule 13e-3, or pay for, shares of OpticNet common stock that are tendered in the Offer. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions contains information relating to, among other matters, the fairness of the Offer to the Offerstockholders of Holt'x Xxxar Holdings, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of Inc. (other than the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger Purchaser and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"Stockholders), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.

Certain Legal Matters. Except as described in this Section 13REGULATORY APPROVALS Based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company, based on information provided by OpticNet, OpticNet, the Purchaser, and BEI are not neither Purchaser nor Parent is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares of OpticNet common stock in connection with the Offer or the Merger, Shares as contemplated herein or of any approval or other action action, except as otherwise described in this Section 15, by a domestic or foreign governmental, administrative or regulatory agency or authority any governmental entity that would be required for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be required, the Purchaser and BEI presently Parent currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While, except as otherwise described in this Offer to Purchase, the While Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other actiontaken. If certain types of adverse action are taken with respect to Purchaser's obligations under the matters discussed below, the Purchaser could decline Offer to accept for payment, or payment and pay for, shares for Shares are subject to certain conditions including conditions relating to certain of OpticNet common stock that are tendered the legal matters discussed in the Offerthis Section 15. See Section 14 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions14. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.30 33

Certain Legal Matters. Except as described in this Section 1315, based on a review of publicly available filings made by the Company with the Commission and other publicly available information provided by OpticNetconcerning the Company and discussions of representatives of Parent with representatives of the Company, OpticNetnone of Parent, the Purchaser, and BEI are not Purchaser or the Company is aware of any license or regulatory permit that appears to be material to the business of OpticNet the Company and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of shares Shares (and the indirect acquisition of OpticNet common the stock in connection with of the Offer or the Merger, Company's subsidiaries) as contemplated herein or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority any Governmental Entity that would be required or desirable for the acquisition and or ownership of shares of OpticNet common stock Shares by the Purchaser in connection with the Offer or the Mergeras contemplated herein. Should any such approval or other action be requiredrequired or desirable, Parent and the Purchaser and BEI presently currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While, While (except as otherwise expressly described in this Offer to Purchase, Section 15) the Purchaser does not presently intend to delay the acceptance for payment of, of or payment for, shares of OpticNet common stock that are for Shares tendered in pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to OpticNetthe Company's business or that certain parts of OpticNetthe Company's business might not have to be disposed of or other substantial conditions complied with in the event that if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment, payment or pay for, shares of OpticNet common stock that are tendered in the Offerfor any Shares tendered. See Section 14 (Conditions to the Offer) for a description of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions. DELAWARE LAW In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder, except where certain board or stockholder approvals have been obtained. However, Section 203 of the DGCL does apply to a business combination if the subject Delaware corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders. Because OpticNet common stock is not listed on a national securities exchange, is not authorized for quotation on the NASDAQ Stock Market and is held by less than 2,000 stockholders, Section 203 of the DGCL is not applicable to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. STATE TAKEOVER STATUTES A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OpticNet, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws. 49 In 1982, in a case named Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida. ANTITRUST Although all business combination transactions are subject to U.S. antitrust laws and also may be subject to international antitrust laws, filings with the Department of Justice and the Federal Trade Commission prior to closing of the Merger are not required. However, the Department of Justice or the Federal Trade Commission, as well as a state or private person, may challenge the Merger at any time before or after its completion. APPRAISAL AND DISSENTERS' RIGHTS Summary of Appraisal Rights under the DGCL. Stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, each holder of shares of common stock who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise under the DGCL complies with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their shares of common stock (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash, together with a fair rate of interest, if any, for shares held by such holders. Any such judicial determination of the fair value of the shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the common stock. Stockholders should recognize that the value so determined could be higher or lower than the price per share paid pursuant to the Offer. If any holder of common stock who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided in the DGCL, the common stock of such stockholder will be converted into the right to receive the price paid for each share of common stock in accordance with the Merger Agreement. A stockholder's demand for appraisal may be withdrawn by delivering to OpticNet a written withdrawal of his demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto. Summary of Dissenters' Rights under the CGCL. OpticNet is also subject to Section 2115 of the California General Corporation Law (the "CGCL"), which requires OpticNet to comply with certain statutory provisions of the CGCL, including those statutory provisions relating to dissenters' rights. There is no guarantee that a court would conclude that a stockholder may exercise dissenters' rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CGCL, the holders of the common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation 50 equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become later effective. Dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the California law in order to perfect such rights. Failure to comply with the procedures specified in the CGCL timely and properly will result in the loss of dissenters' rights. To exercise dissenters' rights under the California law, a stockholder must not vote in favor of the merger and demand purchase of the stockholder's shares at fair market value, and submit certificates representing the dissenting shares. Stockholders who may be entitled to dissenters' rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith before such stockholders have to take any action relating thereto.