Common use of Conduct of the Offer Clause in Contracts

Conduct of the Offer. (a) Provided that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, as promptly as practicable (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Offer. (b) Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (i) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of Company Common Stock. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none each of the events or circumstances conditions set forth in Annex I attached hereto shall have occurred or exist, as promptly as practicable clauses "(and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph b)," "(c)," " (e) below)and " (f) of Annex II are satisfied as of the commencement of the Offer, Parent shall cause Acquisition Co. shall commence, Sub to commence (within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) the Offer as promptly as practicable after the date of this Agreement, and in any event (provided that the Company has fulfilled its obligation to provide information to Parent and Acquisition Sub on a timely basis as contemplated by Section 1.1(d), ) Parent shall use reasonable efforts to cause Acquisition Sub to commence the OfferOffer within ten business days after the date of this Agreement. (b) Subject to the terms and conditions The obligation of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation Sub to accept for payment and to pay for any shares of Company Common Stock validly tendered pursuant to the Offer shall be subject to: to (i) the condition that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares Parent or any wholly-owned Subsidiary of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority more than fifty (50) percent of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “"Minimum Condition”); and ") and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves II. (The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex III are referred to collectively in this Agreement as the "Offer Conditions.") Acquisition Sub expressly reserves the right, in its sole discretion, to increase the Offer Price and to waive or to make any other changes in to the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that without the Company’s prior written consentconsent of the Company: (1i) the Minimum Condition may not be amended or waived; and (2ii) no change may be made to the Offer that alters (A) changes the form of consideration to be paidpaid pursuant to the Offer, reduces (B) decreases the Per-Share Amount, changes Offer Price or the number of shares of Company Common Stock sought to be purchased in the Offer, or (C) imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; Offer Conditions, (3D) except as provided in Section 1.1(d1.1(c), no change may be made that extends the expiration date of the Offer beyond its the initial expiration date, and date of the Offer or (4E) except as provided in this Agreement, no change may be made that amends any other terms term of the Offer in a manner adverse to the holders of Company Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Acquisition Sub to, and Acquisition Sub shall, accept for payment all shares of Company Common Stock validly tendered pursuant to the Offer (and not withdrawn) as soon as practicable after Acquisition Sub is permitted to do so under applicable Legal Requirements, and Parent shall cause Acquisition Sub to pay for such shares promptly thereafter, and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide, or cause to be provided to Acquisition Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Acquisition Sub accepts or is obligated to accept for payment pursuant to the Offer. (c) For all purposes The Offer shall initially be scheduled to expire 20 business days following the date of the commencement thereof. Notwithstanding anything to the contrary contained in this Agreement, but subject to the capitalized terms set forth below parties' respective termination rights under Section 8.1 (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer from time to time for such period of time as Acquisition Sub reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, Acquisition Sub shall, if the Company so requests in writing prior to the then-scheduled expiration date of the Offer, extend the Offer from time to time for such period of time (but in each case not more than 15 business days) as the Company reasonably requests; (iii) Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer from time to time for any period of time required by any rule or regulation of the SEC applicable to the Offer; (iv) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of Company Common Stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of Company Common Stock owned by Parent or any wholly-owned Subsidiary of Parent is less than 90% of the number of shares of Company Common Stock outstanding, then Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the offer for an additional period of not more than ten business days; and (v) Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act and in compliance with all other provisions of applicable securities laws. (d) On the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which will contain or incorporate by reference the offer to purchase shares of Company Common Stock pursuant to the Offer (the "Offer to Purchase") and the forms of related letter of transmittal and summary advertisement and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of shares of Company Common Stock in accordance with all applicable Legal Requirements. (Said Tender Offer Statement on Schedule TO and all exhibits, amendments and supplements thereto are referred to collectively in this Agreement as the "Offer Documents.") Parent and Acquisition Sub shall use reasonable efforts to cause the Offer Documents to comply in all material respects with the Exchange Act and the rules and regulations thereunder. Each of Parent, Acquisition Sub and the Company shall use reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to take all steps necessary to cause the following meanings:Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Acquisition Sub shall provide the Company and its counsel with any comments Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.

Conduct of the Offer. (a) Provided that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, as promptly as practicable (and in any event not later than five ten business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Offer. (b) Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares in cash promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (i) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn, together with shares of Company Common Stock owned by ParentParent and its subsidiaries (excluding any Top-Up Shares, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”defined in Section 1.4 below), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority sixty five percent (65%) of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves the right in its sole discretion to increase the initial Per-Share AmountAmount (in compliance with Rule 14d-10), to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of Company Common StockStock and (5) Acquisition Co. shall not accept tendered Company Shares unless the conditions set forth in (a) and (b) in Annex I shall have been satisfied. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8 hereof and that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or existexist (excluding the events or circumstances set forth in paragraph “(a)” in Annex I and paragraph “(d)” in Annex I), as promptly as practicable (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below)of this Agreement, Acquisition Co. Sub shall commence, commence (within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Offer. (b) The obligation of Acquisition Sub to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to (i) the condition that there shall be validly tendered and not withdrawn a number of shares of Company Common Stock which together with the shares tendered under the Tender and Voting Agreement and any outstanding shares of Company Common Stock with respect to which Parent or Acquisition Sub has sole “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer (“Parent-Owned Shares”), represents at least a majority of the Fully Diluted Number of Company Shares (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I. Acquisition Sub expressly reserves the right at its sole discretion to increase the Per Share Amount or to make any other changes in the terms and conditions of the Offer; provided, that none of the changes in the terms and conditions of the Offer, without the prior written consent of the Company, will be in any manner adverse to holders of shares of Company Common Stock; provided, further, that without the prior written consent of the Company: (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made that changes the form of consideration to be paid, decreases the price per share of Company Common Stock below the Per Share Amount or the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the other conditions set forth in Annex I. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. Sub shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) Legal Requirements and shall pay for such shares promptly thereafter (and thereafter. Any one or more of the conditions to the Offer, other than the Minimum Condition, may be waived in any event whole or in compliance with Rule 14e-1(c) under part by Acquisition Sub in its sole discretion. Notwithstanding anything to the Exchange Act). contrary contained in this Agreement, without the prior written consent of the Company, Acquisition Co.’s obligation to Sub shall not accept for payment and to or pay for any shares of Company Common Stock tendered pursuant to the Offer unless and until the Minimum Condition has been satisfied. (c) The Offer shall initially be scheduled to expire 20 business days following the date of the commencement thereof. If, at any then-scheduled expiration date, any of the conditions to the Offer have not been satisfied or waived (other than conditions which Acquisition Sub determines are not capable of being satisfied), Acquisition Sub shall be subject to: entitled to extend the Offer for such amount of time as is reasonably necessary to cause such conditions to the Offer to be satisfied. Notwithstanding anything to the contrary contained in this Agreement: (i) Acquisition Sub may, without the condition that there shall be a consent of the Company or any other Person (A) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (B) if the sum of (1) the number of shares of Company Common Stock that shall have been validly tendered and not withdrawn pursuant to the Offer and (other than shares tendered by guaranteed delivery where actual delivery has not withdrawnoccurred) as of the scheduled or extended expiration date of the Offer, together with shares plus (2) the number of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment Shares as of shares of Company Common Stock pursuant to the Offersuch date, represents at least more than a majority of the Fully Diluted Number of Company Shares (but less than 90% of the Fully Diluted Number of Company Shares as defined in paragraph (d) below) (of such date, extend the “Minimum Condition”)Offer for an additional period of not more than 20 business days; and and (ii) Acquisition Sub may, without the consent of the Company or any other Person, elect to provide for a subsequent offering period (and one or more extensions thereof) pursuant to, and in accordance with the terms of, Rule 14d-11 under the Exchange Act. Notwithstanding the foregoing, if the Minimum Condition has not been satisfied and none of the other conditions events or circumstances set forth in Annex I. Acquisition Co. expressly reserves I (excluding the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole events or in part) any of the conditions of the Offer circumstances set forth in paragraph “(a)” in Annex I and paragraph “(d)” in Annex I, or to make any other changes in ) shall have occurred at the terms and conditions time of the expiration of the initial 20 business day period of the Offer, Acquisition Sub shall, be required, without the consent of the Company or any other Person, to extend the Offer expiration date for 15 business days; provided, howeverhowever that such 15 business day extension may be for a single 15 business day period or for two or more shorter periods as Acquisition Sub shall determine, that without the Company’s prior written consent: (1) and, if the Minimum Condition may is satisfied at the end of any such period, Acquisition Sub shall not be amended required to further extend the Offer. (d) On the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which will contain or waived; incorporate by reference the offer to purchase shares of Company Common Stock pursuant to the Offer (2the “Offer to Purchase”) no change may be made that alters the and form of consideration the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be paid, reduces the Per-Share Amount, changes the number disseminated to holders of shares of Company Common Stock sought in accordance with applicable federal securities laws. Parent and Acquisition Sub agree that they shall use all reasonable efforts to cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) to comply in all material respects with the Exchange Act, the Securities Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent, Acquisition Sub and the Company agrees to use all reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, or imposes conditions to correct promptly any information provided by it for use in the Offer Documents if and to the Offer extent that such information shall have become false or misleading in addition any material respect, and to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of take all steps necessary to cause the Offer beyond its initial expiration date, Documents as supplemented or amended to correct such information to be filed with the SEC and (4) except as provided in this Agreement, no change may to be made that amends any other terms disseminated to holders of the Offer in a manner adverse to the holders shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendment thereto) prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. (ce) For all purposes If, between the date of this AgreementAgreement and the date on which any particular share of Company Common Stock is accepted for payment pursuant to the Offer, the capitalized terms set forth below outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per Share Amount shall have the following meanings:be appropriately adjusted to reflect such change or transaction.

Conduct of the Offer. (a) Provided that none Subject to the terms and conditions of this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, commence (within the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable (and in any event not later than five business days after the date hereofof this Agreement, provided but in no event later than the 10th business day after the date of this Agreement (unless another date shall be agreed to in writing by Parent and the Company); provided, however, that Acquisition Sub shall not be required to commence the Offer, and the 10 business day period (or such other period as shall be agreed to in writing by Parent and the Company) referred to in this sentence shall be accordingly extended, if the Company has within shall not: (i) have: (A) provided to Parent on a reasonable time prior thereto furnished timely basis all information reasonably requested by Parent in connection with the information about the Company required to be included in preparation of the Offer Documents; or (B) reviewed and provided comments to Parent on the Offer Documents on a timely basis; (ii) have given: (A) Parent and its legal counsel reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC; or (B) due consideration to any such reasonable comments provided by Parent or its legal counsel; and (iii) be prepared to file with the SEC immediately following commencement of the Offer, as defined in paragraph (e) below)and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub (and the obligation of Parent to the terms and conditions of the Offer and this Agreement, cause Acquisition Co. shall Sub) to accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it is permitted shall be subject to do so under applicable Law the satisfaction or (as defined in paragraph if permitted) waiver of (c) below) and shall pay for such shares promptly thereafter not be subject to any other conditions): (i) the condition (the “Minimum Condition”) that prior to the scheduled expiration of the Offer, there shall be validly tendered (and in any event in compliance with Rule 14e-1(cnot withdrawn) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any a number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (iguaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares Acquisition Sub or another subsidiary of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferAcceptance Time, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”)Adjusted Outstanding Share Number; and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B (the right in its sole discretion to increase Minimum Condition and the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, or to make any other changes in the terms and conditions of “Adjusted Outstanding Share Number” shall be the Offer; provided, however, that without the Company’s prior written consentsum of: (1A) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in the Offer, or imposes conditions issued and outstanding immediately prior to the Offer in addition Acceptance Time; plus (B) an additional number of shares equal to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date aggregate number of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time (other than the Top-Up Option, if applicable, and Company Options that vest after the Outside Date). (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none this Agreement shall not have been terminated in accordance with Section 8, Acquisition Sub shall commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly as reasonably practicable (and in any event not later than five business days after the date hereofof this Agreement, provided but in no event later than the 10th business day after the date of this Agreement (unless another date shall be agreed to in writing by Parent and the Company); provided, however, that Acquisition Sub shall not be required to commence the Offer, and the 10 business day period (or such other period as shall be agreed to in writing by Parent and the Company) referred to in this sentence shall be accordingly extended, if the Company has within shall not: (i) have: (A) provided to Parent on a reasonable time prior thereto furnished timely basis all information reasonably requested by Parent in connection with the information about the Company required to be included in preparation of the Offer Documents; or (B) reviewed and provided comments to Parent on the Offer Documents on a timely basis; (ii) have given: (A) Parent and its legal counsel reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC; or (B) reasonable consideration to any such comments provided by Parent or its legal counsel; and (iii) be prepared to file with the SEC immediately following commencement of the Offer, as defined in paragraph and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (e) below), The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it is permitted shall be subject only to do so under applicable Law the satisfaction or (as defined in paragraph if permitted) waiver of (c) below) and shall pay for such shares promptly thereafter not be subject to any other conditions): (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and in any event in compliance with Rule 14e-1(cnot withdrawn) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any a number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (iguaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, or Acquisition Sub immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferAcceptance Time, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”)Adjusted Outstanding Share Number; and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B (the right in its sole discretion to increase Minimum Condition and the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, or to make any other changes in the terms and conditions of “Adjusted Outstanding Share Number” shall be the Offer; provided, however, that without the Company’s prior written consentsum of: (1A) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in the Offer, or imposes conditions issued and outstanding immediately prior to the Offer in addition Acceptance Time; plus (B) an additional number of shares up to (but not exceeding) the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date aggregate number of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time (other than the Top-Up Option). (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none Parent shall cause Acquisition Sub to, and Acquisition Sub shall, use commercially reasonable efforts to commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly as practicable after the date of this Agreement and to the extent feasible and with the reasonable cooperation of the Company and the Company’s Representatives, within ten (and in any event not later than five 10) business days after the date hereof, provided that the of this Agreement. Each share of Company has within a reasonable time prior thereto furnished Parent Common Stock accepted by Acquisition Sub in accordance with the information about terms and subject to the Company required to be included in conditions of the Offer Documentsshall be exchanged for the right to receive a combination of (i) $17.33, as defined net to the holder of such share in paragraph cash (e) belowthe “Cash Component”), and (ii) a fraction of a share of Parent Common Stock having a numerator equal to $8.67 and having a denominator equal to the Parent Average Stock Price (the “Applicable Fraction”); provided, however, that in no event will the Applicable Fraction exceed 0.315 of a share of Parent Common Stock. The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all exchange (and the obligation of Parent to cause Acquisition Sub to accept for exchange) shares of Company Common Stock validly tendered (and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (cwithdrawn) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: to (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares Acquisition Sub or any other Subsidiaries of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment exchange of shares of Company Common Stock pursuant to the Offer, represents at least a majority more than 50% of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B. The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions.” For purposes of this Agreement, or to make any other changes in the terms and conditions “Adjusted Outstanding Share Number” shall be the sum of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in issued and outstanding immediately prior to the OfferAcceptance Time, or imposes conditions plus (2) at the election of Parent, an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the exercise of all Company Options, Company Warrants and other rights to acquire Company Common Stock that are outstanding immediately prior to the acceptance of shares of Company Common Stock for exchange pursuant to the Offer in addition and that are vested and exercisable or will be vested and exercisable prior to the Minimum Condition and Effective Time (but in all cases excluding the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock subject to the Top-Up Option). (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none Parent shall cause Acquisition Sub to, and Acquisition Sub shall, use commercially reasonable efforts to commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly as practicable after the date of this Agreement and to the extent feasible and with the reasonable cooperation of the Company and the Company’s Representatives, within five (and in any event not later than five 5) business days after the date hereof, provided that the of this Agreement. Each share of Company has within a reasonable time prior thereto furnished Parent Common Stock accepted by Acquisition Sub in accordance with the information about terms and subject to the Company required to be included in conditions of the Offer Documentsshall be exchanged for the right to receive $35.00, as defined net to the holder of such share in paragraph cash (e) belowthe “Per Share Consideration”), . The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all tender (and the obligation of Parent to cause Acquisition Sub to accept for tender) shares of Company Common Stock validly tendered (and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (cwithdrawn) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: to (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares Acquisition Sub or any other Subsidiaries of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment tender of shares of Company Common Stock pursuant to the Offer, represents at least a majority more than 50% of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B. The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions.” For purposes of this Agreement, or to make any other changes in the terms and conditions “Adjusted Outstanding Share Number” shall be the sum of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in issued and outstanding immediately prior to the OfferAcceptance Time, or imposes conditions plus (2) at the election of Parent, an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the exercise of all Company Options, Company Warrants and other rights to acquire Company Common Stock that are outstanding immediately prior to the acceptance of shares of Company Common Stock for tender pursuant to the Offer in addition and that are vested and exercisable or will be vested and exercisable prior to the Minimum Condition and Effective Time (but in all cases excluding the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock subject to the Top-Up Option). (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8 hereof and that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or existexist (excluding the events or circumstances set forth in paragraph "(a)" in Annex I), as promptly as practicable (practicable, and in any event not later than five business days Business Days after the date hereofof this Agreement, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required shall cause Acquisition Sub to be included in the Offer Documents, as defined in paragraph commence (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), ) the Offer. (b) Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Acquisition Co. shall Sub to accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is at the earliest time following the initial Expiration Date at which time all conditions of the Offer shall have been satisfied or waived by Acquisition Sub, and, thereafter, Acquisition Sub shall accept for payment all additional shares of Company Common Stock validly tendered during any Subsequent Offering Period to the extent Parent and Acquisition Sub determine to provide a Subsequent Offering Period in connection with the Offer; provided that Parent and Acquisition Sub are permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under pursuant to Section 1.1(c), provided, further, the Exchange Act). obligation of Acquisition Co.’s obligation Sub to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: to (i) the condition that there shall be validly tendered and not withdrawn a number of shares of Company Common Stock validly (including the shares tendered pursuant to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to under the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, Agreement) that immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (dthe "MINIMUM CONDITION") below) (the “Minimum Condition”); and and (ii) the other conditions set forth in Annex I. Acquisition Co. Sub expressly reserves the right in its sole discretion to increase the initial Per-Per Share Amount, to waive (in whole or in part) any of the conditions of the Offer offer set forth in Annex I, I or to make any other changes in the terms and conditions of the Offer; provided, however, provided that (A) without the Company’s prior written consentconsent of the Company, which may be withheld in the Company's sole discretion: (1) the Minimum Condition may not be amended or waived; increased and (2) no change may be made that alters changes the form of consideration to be paid, that reduces the Per-Per Share Amount, Amount or that changes the number of shares of Company Common Stock sought in the Offer, or imposes any additional material conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; and (3B) without the prior written consent of the Company, which may not be unreasonably withheld, delayed or conditioned: (1) except as for EXECUTION VERSION the extensions and/or Subsequent Offering Periods provided for in Section 1.1(d1.1(c), no change may be made that extends the expiration date of the Offer beyond its the initial expiration date, date of the Offer and (42) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner materially adverse to the holders Company Stockholders, when taken as a whole with all other changes and amendments. Simultaneously with the acceptance for payment of any shares in the Offer, Parent shall cause Acquisition Sub to deposit with the Paying Agent immediately available cash funds sufficient to pay for all shares of Company Common StockStock validly tendered and not withdrawn pursuant to the Offer. (c) For Subject to the terms and conditions thereof, the Offer shall remain open until midnight, Eastern time, on the date that is 20 Business Days after the date the Offer is commenced (the initial "EXPIRATION DATE," and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an "EXPIRATION DATE"); provided, however, that, without the consent of the Company, Acquisition Sub may (i) extend the Offer for one or more periods of not more than five Business Days not to exceed an aggregate of 15 Business Days if, at the scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the SEC staff thereof applicable to the Offer or (iii) extend the Offer for one subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) (a "SUBSEQUENT OFFERING PERIOD") for three to 20 Business Days in order to acquire at least 90% of the outstanding shares of Company Common Stock or otherwise. Upon the written request of the Company, Parent agrees to cause Acquisition Sub to extend the Offer for one or more periods not to exceed an aggregate of 15 Business Days, if, as of any Expiration Date, all purposes of the conditions of the Offer are not satisfied, but Parent reasonably believes that such conditions are reasonably capable of being satisfied in such period. Parent and Acquisition Sub shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment, and pay for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of the shares of Company Common Stock for payment pursuant to the Offer and this Agreement. (d) On the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which will contain the offer to purchase shares of Company Common Stock pursuant to the Offer (the "OFFER STATEMENT") and related letter of transmittal and other ancillary offer documents and instruments and (ii) use all commercially reasonable efforts to cause the Offer Statement and related documents and instruments to be disseminated to Company Stockholders in accordance in all material respects with applicable United States federal securities laws. Parent and Acquisition Sub agree that they shall use all commercially reasonable efforts to cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the "OFFER DOCUMENTS") to comply in all material respects with the Exchange Act, the Securities Act and the rules and regulations thereunder and other applicable Law. The Company, Parent and Acquisition Sub will use their respective commercially reasonable efforts to comply in all material respects with the applicable requirements of the United States federal securities laws. The information provided and to be provided by the Company, Parent and Acquisition Sub for EXECUTION VERSION use in the Offer Documents shall not, on the date filed with the SEC and on the date first published or sent or given to the Company Stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that (A) no representation is made by Parent or Acquisition Sub with respect to the information supplied by the Company for inclusion in the Offer Documents and (B) no representation is made by the Company with respect to the information supplied by Parent or Acquisition Sub for inclusion in the Offer Documents. Each of Parent, Acquisition Sub and the Company shall use all commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent, Acquisition Sub and the Company shall take all steps necessary to cause the Offer Documents as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to Company Stockholders, in each case as and to the extent required by applicable United States federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Companies and the Company Stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendment thereto) prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments that Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments and prior to their response to such comments. (e) If, between the date of this AgreementAgreement and the date on which any particular share of Company Common Stock is accepted for payment pursuant to the Offer, the capitalized terms set forth below outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per Share Amount shall have the following meanings:be appropriately adjusted to reflect such change or transaction.

Conduct of the Offer. (a) Provided Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than twelve (12) Business Days from the date of this Agreement); provided, however, that none Merger Subsidiary shall not be required to commence the Offer if: (i) any of the events or circumstances conditions set forth in Annex I attached hereto clauses (a), (b) (excluding clauses (b)(iii) and (b)(iv)), (c)(i), (d), (e), (g), (h), (i) and (j) of Exhibit B shall have occurred not be satisfied; or exist, as promptly as practicable (and in any event not later than five business days after the date hereof, provided that ii) the Company has within a reasonable time prior thereto furnished Parent shall not be prepared to file immediately with the information about SEC, and to disseminate to holders of shares of Company Common Stock, the Company required to be included in Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commenceOffer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date”), the Offer. (b) Subject The obligation of Merger Subsidiary to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it is permitted shall be subject to do so under applicable Law the satisfaction or (as defined in paragraph if permitted) waiver of: (ci) belowthe condition (the “Minimum Condition”) and that there shall pay for such shares promptly thereafter be validly tendered (and in any event in compliance with Rule 14e-1(cnot withdrawn) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any a number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (iguaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Ultimate Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, or Merger Subsidiary immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferAcceptance Time, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”)Adjusted Outstanding Share Number; and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B (the right in its sole discretion to increase Minimum Condition and the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, or to make any other changes in the terms and conditions of “Adjusted Outstanding Share Number” shall be the Offer; provided, however, that without the Company’s prior written consentsum of: (1A) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in the Offer, or imposes conditions issued and outstanding immediately prior to the Offer in addition Acceptance Time; plus (B) an additional number of shares equal to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date aggregate number of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 20 Business Days after the date of this Agreement); provided, however, that none Merger Subsidiary shall not be required to commence the Offer if: (i) any of the events or circumstances conditions set forth in Annex I attached hereto shall have occurred clauses (a) or exist, as promptly as practicable (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below)of Exhibit B shall not be satisfied; or (ii) the Company shall not be prepared to file with the SEC immediately following the commencement of the Offer, Acquisition Co. shall commenceand to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date”), the Offer. (b) Subject The obligation of Merger Subsidiary to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it is permitted shall be subject to do so under applicable Law the satisfaction or (as defined in paragraph if permitted) waiver of: (ci) belowthe condition (the “Minimum Condition”) and that there shall pay for such shares promptly thereafter be validly tendered (and in any event in compliance with Rule 14e-1(cnot withdrawn) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any a number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (iguaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Ultimate Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, or Merger Subsidiary immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferAcceptance Time, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”)Outstanding Share Number; and and (ii) the other conditions set forth in Annex I. Acquisition Co. Exhibit B (the Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Outstanding Share Number” shall be the sum of the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time. (c) Merger Subsidiary expressly reserves the right right, in its sole discretion to discretion, to: (i) increase the initial Per-Share Amount, to Offer Price; and (ii) waive (in whole any Offer Condition or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in to the terms and conditions of the Offer; provided, however, that without the Company’s prior written consentconsent of the Company: (1A) the Minimum Condition may not be amended or waived; and (2B) no change may be made that alters to the Offer that: (1) changes the form of consideration to be paid, reduces delivered by Merger Subsidiary pursuant to the Per-Share Amount, changes Offer; (2) decreases the Offer Price or the number of shares of Company Common Stock sought to be purchased by Merger Subsidiary in the Offer, or ; (3) imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex IOffer Conditions; (34) except as provided in Section 1.1(d2.01(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration dateor (5) amends, and (4) except as provided in this Agreement, no change may be made that amends changes or modifies any other terms of the Offer Conditions in a manner adverse to the holders that adversely affects any holder of Company Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Merger Subsidiary shall: (x) accept for payment all shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Merger Subsidiary is permitted to do so under Applicable Law; and (y) pay the Offer Price in exchange for each share of Company Common Stock accepted for payment pursuant to the Offer (the “Offer Consideration”). (cd) For all purposes The Offer shall initially be scheduled to expire at 12:00 midnight, Eastern Time, at the end of the day on the twentieth (20th) Business Day following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (the “Initial Expiration Date,” and such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the capitalized terms “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 9.01: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Merger Subsidiary shall extend the Offer on one or more occasions, for an additional period of up to twenty (20) Business Days per extension, to permit such Offer Condition to be satisfied; provided, however, that if, at any scheduled Expiration Date, each of the Offer Conditions set forth below in clauses (a) through (i) of Exhibit B is satisfied or has been waived and the Minimum Condition is not satisfied, Merger Subsidiary shall not be required to (but shall, in its sole discretion, be entitled to) extend the Offer for more than 20 Business Days beyond such scheduled Expiration Date; (ii) Merger Subsidiary shall extend the Offer from time to time until the later of (A) two (2) Business Days after the last day of any then-pending Notice Period and (B) two (2) Business Days after the last day of any then-pending Shelf Notice Period; and (iii) Merger Subsidiary shall extend the Offer from time to time for any period required by any rule or regulation of the SEC applicable to the Offer; provided, however, that, with respect to clauses (i) and (iii) of this Section 2.01(d), in no event shall Merger Subsidiary extend the Offer to a date later than the End Date. If this Agreement is terminated pursuant to Section 9.01, Merger Subsidiary shall (and Ultimate Parent shall cause Merger Subsidiary to) terminate the Offer promptly (and in any event within twenty-four (24) hours of such termination), and Merger Subsidiary shall not acquire any Company Common Stock pursuant to the Offer. (e) On the Offer Commencement Date, Parent and Merger Subsidiary shall: (i) cause to be filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”) with respect to the Offer, which will contain or incorporate by reference: (A) Merger Subsidiary’s offer to purchase shares of Company Common Stock pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal and summary advertisement; and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of shares of Company Common Stock as and to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder. Parent and Merger Subsidiary shall use reasonable efforts to cause the Schedule TO, and all exhibits, amendments and supplements thereto (collectively, the “Offer Documents”), to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations thereunder. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including all amendments and supplements thereto) prior to the filing thereof with the SEC. Parent and Merger Subsidiary shall promptly provide the Company and its legal counsel with a copy or a description of any comments received by Parent, Merger Subsidiary or their legal counsel from the SEC or its staff with respect to the Offer Documents Each of Parent and Merger Subsidiary: (1) shall use reasonable efforts to promptly correct any information provided by it for use in the Offer Documents to the extent such information shall or shall become false or misleading in any material respect and (2) shall take all necessary steps to cause the Schedule TO, as supplemented and amended to correct such information, to be filed with the SEC, and to the extent required by Applicable Law, to be disseminated to holders of shares of Company Common Stock. Each of Parent, Merger Subsidiary, and the Company (y) shall use reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and (z)to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, shall use reasonable efforts to correct promptly any information provided by it for use in the Offer Documents to the extent such information shall be or shall have become false or misleading in any material respect and Parent and Merger Subsidiary shall take all steps necessary to cause the following meanings:Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of shares of Company Common Stock. The Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company, any of its Subsidiaries and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.01(e).

Conduct of the Offer. The Borrower shall (aand shall cause Newco to) Provided that none post the Offer Document within 28 days of the events Announcement Date (or circumstances set forth in Annex I attached hereto such longer period as is allowed by the Panel on Takeovers and Mergers), and the Borrower shall have occurred or exist, as promptly as practicable not (and in any event shall not later than five business days after the date hereof, provided that the Company has within a reasonable time permit Newco to) without prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Offer. (b) Subject to the terms and conditions written consent of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject toAdministrative Agent: (i) except as required by the condition Panel on Takeovers and Mergers,(provided that there the Borrower and its Subsidiaries shall be a number not, nor shall they request the Target to, request the Panel on Takeovers and Mergers or petition the court to so require) amend, vary, supplement or otherwise modify (in each case, in any way deemed material by the Administrative Agent or the Required Lenders in their sole discretion) any of shares the conditions or terms of Company Common Stock validly tendered pursuant to the Offer and not withdrawn, together with shares following posting of Company Common Stock owned by Parent, including shares of Company Common Stock subject the Offer Document or agree to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to an extension or increase in the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and; (ii) except as required by the other conditions set forth in Annex I. Acquisition Co. expressly reserves Panel on Takeovers and Mergers (provided that the right in Borrower and its sole discretion Subsidiaries shall not, nor shall they request the Target to, request the Panel on Takeovers and Mergers or petition the court to increase the initial Per-Share Amountso require) (A) waive, withdraw, or fail to waive invoke (in whole or in part) any of the conditions condition of the Offer set forth in Annex Ior (B) determine or declare or accept that any such condition is satisfied where it is not actually satisfied or (C) declare the Offer unconditional if any condition therein is not fulfilled; (iii) (without prejudice to clause (b)(ii)) declare the Offer unconditional as to acceptances unless Newco has received acceptances from the holders of Offer Shares which, when aggregated with any Offer Shares purchased by or to make any other changes on behalf of the Acquisition Parties in the terms and conditions of market after the Offer; providedPosting Date, however, that without equal or exceed 90 percent (or such lesser percentage as the Company’s prior written consent: (1Lenders may agree) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration dateShares and, if the Administrative Agent and Lenders have not agreed to a lower percentage than 90 percent, is entitled to invoke the compulsory purchase provisions in Section 979 of the 2006 Companies Act in respect of the remaining Offer Shares; (4iv) except as provided in this Agreement, no change may permit any circumstances to arise whereby a mandatory offer is required to be made that amends any other by an Acquisition Party by the terms of Rule 9 of the Takeover Code in respect of the Target Shares; or (v) acquire any Offer Shares at a price above the Offer price or do anything which might result in a manner adverse to the holders of Company Common Stock. (c) For all purposes of this Agreementan increase of, the capitalized terms set forth below shall have Offer price for the following meanings:Target Shares to which the Offer relates, as specified in the Press Release.

Conduct of the Offer. (a) Provided Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than ten (10) Business Days from the date of this Agreement); provided, however, that none Merger Subsidiary shall not be required to commence the Offer if: (i) any of the events or circumstances conditions set forth in Annex I attached hereto clauses (a), (b)(i), (b)(ii), (c)(i), (d), (e), (g), (h) and (i) of Exhibit B shall have occurred not be satisfied; or exist, as promptly as practicable (and in any event not later than five business days after the date hereof, provided that ii) the Company has within a reasonable time prior thereto furnished Parent shall not be prepared to file immediately with the information about SEC, and to disseminate to holders of shares of Company Common Stock, the Company required to be included in Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commenceOffer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date”), the Offer. (b) Subject The obligation of Merger Subsidiary to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it is permitted shall be subject to do so under applicable Law the satisfaction or (as defined in paragraph if permitted) waiver of: (ci) belowthe condition (the “Minimum Condition”) and that there shall pay for such shares promptly thereafter be validly tendered (and in any event in compliance with Rule 14e-1(cnot withdrawn) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any a number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (iguaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by the Ultimate Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, or Merger Subsidiary immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferAcceptance Time, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”)Adjusted Outstanding Share Number; and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B (the right in its sole discretion to increase Minimum Condition and the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, or to make any other changes in the terms and conditions of “Adjusted Outstanding Share Number” shall be the Offer; provided, however, that without the Company’s prior written consentsum of: (1A) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in issued and outstanding immediately prior to the OfferAcceptance Time; plus (B) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or imposes conditions securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Offer in addition Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Minimum Condition Acceptance Time, but excluding the Top-Up Option and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d)excluding options, no change may be made that extends the expiration date of the Offer beyond its initial expiration datewarrants and other rights and exercisable, and (4) except as provided in this Agreementconvertible or exchangeable securities having an exercise price, no change may be made that amends any other terms of the Offer in a manner adverse to the holders conversion or exchange price greater than $68.00 per share of Company Common Stock. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none of the events or circumstances set forth in Annex I attached hereto Parent shall have occurred or exist, as promptly as practicable use commercially reasonable efforts to cause Acquisition Sub to commence (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) the Offer within six business days after the date of this Agreement); provided, however, that Acquisition Sub shall not be required to commence the Offer if (i) any of the conditions set forth in clauses "(a)," "(b)," "(c)," "(i)," "(j)," "(k)," "(l)," "(m)," "(n)" or "(o)" of Annex II shall not have been satisfied, or (ii) an event shall have occurred or a circumstance shall exist that, in the reasonable judgment of Parent, would make any of the conditions set forth in Annex II incapable of being satisfied prior to the expiration date of the Offer. (b) Subject to the terms and conditions The obligation of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation Sub to accept for payment exchange, and to pay for exchange or deliver any consideration for, any shares of Company Common Capital Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject to: to (i) the condition that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Capital Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, or Acquisition Sub immediately prior to the acceptance for payment exchange of shares of Company Common Capital Stock pursuant to the Offer, represents at least a majority more than 50% of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “"Minimum Condition”); and ") and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves II. (The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex III are referred to collectively in this Agreement as the "Offer Conditions.") Acquisition Sub expressly reserves the right, in its sole discretion, to increase the Common Exchange Ratio or the Preferred Exchange Ratio and to waive or make any other changes in to the terms and conditions of the Offer; provided, however, that without the Company’s prior written consentconsent of the Company: (1i) the Minimum Condition may not be amended or waived; and (2ii) no change may be made to the Offer that alters (A) changes the form of consideration to be paiddelivered pursuant to the Offer, reduces (B) decreases the Per-Share Amount, changes Common Exchange Ratio or the Preferred Exchange Ratio or the number of shares of Company Common Capital Stock sought to be purchased in the Offer, or (C) imposes conditions to the Offer in addition to the Minimum Offer Conditions or modifies any Offer Condition and the conditions set forth in Annex I; a manner that makes satisfaction of such Offer Condition materially more difficult, or (3D) except as provided in Section 1.1(d1.1(c), no change may be made that extends the expiration date of the Offer beyond its the initial expiration date, date of the Offer. Subject to the terms and (4) except as provided in conditions of the Offer and this Agreement, no change may be made that amends any other terms Acquisition Sub shall accept for exchange all shares of Company Capital Stock validly tendered (and not withdrawn) pursuant to the Offer in a manner adverse as soon as practicable after Acquisition Sub is permitted to the holders of Company Common Stockdo so under applicable Legal Requirements. (c) For The Offer shall initially be scheduled to expire 20 business days following the date of the commencement thereof, as calculated in accordance with Rules 14d-1(g)(3) and 14e-1(a) under the Exchange Act (the "Initial Expiration Date"); provided, however, that if (i) all purposes of the Offer Conditions other than the Minimum Condition are satisfied as of the Initial Expiration Date, (ii) a number of shares of Company Common Stock have been validly tendered (and not withdrawn) pursuant to the Offer as of the Initial Expiration Date that 2. represents at least 35% of the sum of (y) the aggregate number of shares of Company Common Stock outstanding as of the Initial Expiration Date, plus (z) the number of shares of Company Common Stock issuable upon the exercise of outstanding in-the-money options, warrants and other rights to acquire Company Common Stock, and (iii) a number of shares of Company Preferred Stock have been validly tendered (and not withdrawn) pursuant to the Offer as of the Initial Expiration Date that represents at least 35% of the sum of the aggregate number of shares of Company Preferred Stock outstanding as of the Initial Expiration Date, then Acquisition Sub shall extend the Offer for an additional period of ten business days. Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties' respective termination rights under Section 8.1: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer from time to time for such period of time as Acquisition Sub reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer from time to time for any period required by any rule or regulation of the SEC applicable to the Offer; (iii) if on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but either (A) the sum of the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer and the number of shares of Company Common Stock owned by Parent or Acquisition Sub is less than 90% of the number of shares of Company Common Stock outstanding, or (B) the sum of the number of shares of Company Preferred Stock that have been validly tendered (and not withdrawn) pursuant to the Offer and the number of shares of Company Preferred Stock owned by Parent or Acquisition Sub is less than 90% of the number of shares of Company Preferred Stock outstanding, then Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer for an additional period of not more than 20 business days; and (iv) Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), elect to provide for a subsequent offering period (and one or more extensions thereof) pursuant to, and in accordance with the terms of, Rule 14d-11 under the Exchange Act. No fractional shares of Parent Common Stock shall be issued in connection with the exchange of Parent Common Stock for shares of Company Capital Stock pursuant to the Offer, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) in the Offer shall, in lieu of such fraction of a share of Parent Common Stock, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on The Nasdaq National Market on the Acceptance Date. (d) Parent shall use commercially reasonable efforts to prepare and file with the SEC within six business days after the date of this Agreement, a registration statement on Form S-4 to register the capitalized terms set forth below offer and sale of Parent Common Stock pursuant to the Offer (the "Registration Statement"). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "Preliminary Prospectus"). On the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with 3. respect to the Offer, which will contain or incorporate by reference the Preliminary Prospectus and the form of the related letter of transmittal (such Tender Offer Statement on Schedule TO and all exhibits, amendments and supplements thereto being referred to collectively in this Agreement as the "Offer Documents") and (ii) cause the Offer Documents to be disseminated to holders of shares of Company Capital Stock. Parent and Acquisition Sub shall use commercially reasonable efforts to cause the Registration Statement and the Offer Documents to comply in all material respects with applicable federal securities laws and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. To the extent required by applicable federal securities laws, (i) each of Parent, Acquisition Sub and the Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, the Offer Documents or the Offer, (ii) to correct promptly any information provided by it for use in the Registration Statement or the Offer Documents if such information shall have become false or misleading in any material respect, and (iii) to take all steps necessary to cause the following meanings:Registration Statement and the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to the stockholders of the Company. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Company and the stockholders of the Company that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). (e) If, between the date of this Agreement and the date on which any particular share of Company Capital Stock is accepted for exchange and exchanged pursuant to the Offer, the issued and outstanding shares of Company Common Stock, Company Preferred Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Common Exchange Ratio or the Preferred Exchange Ratio (or, if appropriate, both the Common Exchange Ratio and the Preferred Exchange Ratio) shall be appropriately adjusted.

Conduct of the Offer. (a) Provided that none Each of the events or circumstances set forth in Annex I attached hereto Acquisition Parties shall have occurred or exist, as promptly as practicable (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in post the Offer Documents, Document within 28 days of the Announcement Date (or such longer period as defined in paragraph (e) belowis allowed by the Panel on Takeovers and Mergers), Acquisition Co. and shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Offer. (b) Subject to the terms and conditions not without prior written consent of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject toAdministrative Agent: (i) except as required by the condition Panel on Takeovers and Mergers, (provided that there the Borrower and its Subsidiaries shall be a number not, nor shall they request the Target to, request the Panel on Takeovers and Mergers or petition the court to so require) amend, vary, supplement or otherwise modify (in each case, in any way deemed material by the Administrative Agent or the Required Lenders in their sole discretion) any of shares the conditions or terms of Company Common Stock validly tendered pursuant to the Offer and not withdrawn, together with shares following posting of Company Common Stock owned by Parent, including shares of Company Common Stock subject the Offer Document or agree to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to an extension or increase in the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and; (ii) except as required by the other conditions set forth in Annex I. Acquisition Co. expressly reserves Panel on Takeovers and Mergers (provided that the right in Borrower and its sole discretion Subsidiaries shall not, nor shall they request the Target to, request the Panel on Takeovers and Mergers or petition the court to increase the initial Per-Share Amountso require) (A) waive, withdraw, or fail to waive invoke (in whole or in part) any of the conditions condition of the Offer set forth in Annex Ior (B) determine or declare or accept that any such condition is satisfied where it is not actually satisfied or (C) declare the Offer unconditional if any condition therein is not fulfilled; (iii) (without prejudice to clause (b)(ii)) declare the Offer unconditional as to acceptances unless Newco has received acceptances from the holders of Offer Shares which, when aggregated with any Offer Shares purchased by or to make any other changes on behalf of the Acquisition Parties in the terms and conditions of market after the Offer; providedPosting Date, however, that without equal or exceed 90 percent (or such lesser percentage as the Company’s prior written consent: (1Lenders may agree) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration dateShares and, if the Administrative Agent and Lenders have not agreed to a lower percentage than 90 percent, is entitled to invoke the compulsory purchase provisions in Section 979 of the 2006 Companies Act in respect of the remaining Offer Shares; (4iv) except as provided in this Agreement, no change may permit any circumstances to arise whereby a mandatory offer is required to be made that amends any other by an Acquisition Party by the terms of Rule 9 of the Takeover Code in respect of the Target Shares; or (v) acquire any Offer Shares at a price above the Offer price or do anything which might result in a manner adverse to the holders of Company Common Stock. (c) For all purposes of this Agreementan increase of, the capitalized terms set forth below shall have Offer price for the following meanings:Target Shares to which the Offer relates, as specified in the Press Release.

Conduct of the Offer. (a) Provided that none Subject to the proviso contained in the following sentence, Acquisition Sub shall commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement. Without limiting the preceding sentence, if the Company: (i) shall have fully cooperated with Parent in connection with the Offer and the preparation of the Offer Documents (as defined in Section 1.1(e)), including by promptly providing to Parent any event not later than five comments regarding the Offer Documents from the advisors to the Company; and (ii) shall be prepared to file with the SEC, and to disseminate to holders of Company Common Stock, the Schedule 14D-9 (as defined in Section 1.2(b)) on the date Parent files the Offer Documents with the SEC, then Parent shall cause Acquisition Sub to, and Acquisition Sub shall, commence the Offer within seven business days after the date hereofof this Agreement; provided, provided however, that Acquisition Sub shall not be required to commence the Offer if (i) any of the conditions set forth in clauses “(a),” “(b),” “(c),” “(g),” “(h),” “(i),” “(j),” “(k)”, “(l),” “(m)” and “(n)” of Exhibit B shall not be satisfied, or (ii) the Company has within a reasonable time prior thereto furnished Parent shall not be prepared to file immediately with the information about SEC, and to disseminate to holders of shares of Company Common Stock, the Company required to be included in Schedule 14D-9. (The date on which Acquisition Sub commences the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commenceOffer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub (and the obligation of Parent to the terms and conditions of the Offer and this Agreement, cause Acquisition Co. shall Sub) to accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (cwithdrawn) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject toto the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, or Acquisition Sub immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferAcceptance Time, represents at least a majority more than 66 2/3% of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B. (The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions.”) For purposes of this Agreement, or to make any other changes in the terms and conditions of “Adjusted Outstanding Share Number” shall be the Offer; provided, however, that without the Company’s prior written consentsum of: (1A) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in the Offer, or imposes conditions issued and outstanding immediately prior to the Offer in addition Acceptance Time; plus (B) an additional number of shares up to (but not exceeding) the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date aggregate number of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time and that are vested or that will be vested immediately after such time (other than potential (but not actual) dilution attributable to the Top-Up Option). (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none Subject to the terms and conditions of this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, commence (within the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable (and in any event not later than five business days after the date hereofof this Agreement, provided but in no event later than the 10th business day after the date of this Agreement (unless another date shall be agreed to in writing by Parent and the Company); provided, however, that Acquisition Sub shall not be required to commence the Offer, and the 10 business day period (or such other period as shall be agreed to in writing by Parent and the Company) referred to in this sentence shall be accordingly extended, if the Company has within shall not: (i) have: (A) provided to Parent on a reasonable time prior thereto furnished timely basis all information reasonably requested by Parent in connection with the information about the Company required to be included in preparation of the Offer Documents; or (B) reviewed and provided comments to Parent on the Offer Documents on a timely basis; (ii) have given: (A) Parent and its legal counsel reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC; or (B) due consideration to any such reasonable comments provided by Parent or its legal counsel; and (iii) be prepared to file with the SEC immediately following commencement of the Offer, as defined in paragraph (e) below)and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub (and the obligation of Parent to the terms and conditions of the Offer and this Agreement, cause Acquisition Co. shall Sub) to accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it is permitted shall be subject to do so under applicable Law the satisfaction or (as defined in paragraph if permitted) waiver of (c) below) and shall pay for such shares promptly thereafter not be subject to any other conditions): (i) the condition (the “Minimum Condition”) that prior to the scheduled expiration of the Offer, there shall be validly tendered (and in any event in compliance with Rule 14e-1(cnot withdrawn) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any a number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (iguaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of Company Common Stock. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:shares

Conduct of the Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8 hereof and that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or existexist (excluding the events or circumstances set forth in paragraphs “(a)” and “(d)” in Annex I), as promptly as practicable (and in any event not later than five ten (10) business days after the date hereofof this Agreement, provided that the Company has has, within a reasonable time prior thereto furnished theretofore, provided Parent with the information about the Company required to be included in the Offer Documents, as Statement (defined in paragraph (e) below)), Acquisition Co. Sub shall commence, commence (within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), ) the Offer. (b) Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. Sub shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). The obligation of Acquisition Co.’s obligation Sub to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: to (i) the condition that there shall be validly tendered and not withdrawn a number of shares of Company Common Stock validly that (including the shares tendered pursuant to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to under the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, Agreement) immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferOffer (“Parent-Owned Shares”), represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and ) and (ii) the other conditions set forth in Annex I. Acquisition Co. Sub expressly reserves the right in at its sole discretion to increase the initial Per-Per Share Amount, to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, I or to make any other changes in the terms and conditions of the Offer; provided, however, provided that without the Company’s prior written consentconsent of the Company: (1i) the Minimum Condition may not be amended or waived; (2ii) no change may be made that alters changes the form of consideration to be paid, reduces the Per-Per Share Amount, Amount or changes the number of shares of Company Common Stock sought in the Offer, or that imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I1; (3iii) except as provided in Section 1.1(d1.1(c), no change may be made that extends the expiration date of the Offer beyond its the initial expiration datedate of the Offer, and (4iv) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of the Company Common Stock. (c) For all purposes The Offer shall initially be scheduled to expire twenty (20) business days following the date of the commencement thereof. Notwithstanding anything to the contrary contained in this Agreement, but subject to the capitalized terms set forth below parties’ respective termination rights under Section 8.1, (i) if, at any then-scheduled expiration date, any of the conditions to the Offer have not been satisfied or waived, Acquisition Sub shall be entitled to extend the Offer for such amount of time as is reasonably necessary to cause such conditions to the Offer to be satisfied; (ii) Acquisition Sub may, without the consent of the Company or any other Person (A) extend the Offer (one (1) or more times) for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (B) if the sum of (1) the number of shares of Company Common Stock that shall have been validly tendered and not withdrawn pursuant to the following meanings:Offer (other than shares tendered by guaranteed delivery where actual delivery has not occurred) as of the scheduled or extended expiration date of the Offer, plus (2) the number of Parent-Owned Shares as of such date, represents more than a majority of the Fully Diluted Number of Company Shares but less than 80% of the Fully Diluted Number of Company Shares as of such date (or, if greater, the number and type of shares of Company Common Stock, including shares of Company Common Stock Entitled to Vote and shares of Company Common Stock not Entitled to Vote, required to satisfy the conditions of Section 607.1104(1)(a) of the FBCA), extend the Offer (one (1) or more times) for an aggregate additional period of not more than twenty (20) business days; (iii) Acquisition Sub may, without the consent of the Company or any other Person, elect to provide for a subsequent offering period (and one (1) or more extensions thereof) pursuant to, and in accordance with the terms of, Rule 14d under the Exchange Act; and (iv) if, at any then-scheduled expiration date any of the conditions to the Offer have not been satisfied or waived, Acquisition Sub shall, if the Company so requests in writing, extend the Offer for ten (10) business days; provided, however, that Acquisition Sub shall not be required to extend the expiration date more than one (1) time pursuant to this clause (iv). (d) On the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which will contain or incorporate by reference the offer to purchase shares of Company Common Stock pursuant to the Offer (the “Offer Statement”) and form of the related letter of transmittal and (ii) cause the Offer Statement and related documents to be disseminated to holders of shares of Company Common Stock in accordance with applicable federal securities laws. Parent and Acquisition Sub agree that they shall use all reasonable efforts to cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) to comply in all material respects with the Exchange Act, the Securities Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees to use all reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to take all steps necessary to cause the Offer Documents as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Companies and the Company’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendment thereto) prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. (e) If, between the date of this Agreement and the date on which any particular share of Company Common Stock is accepted for payment pursuant to the Offer, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per Share Amount shall be appropriately adjusted to reflect such change or transaction.

Conduct of the Offer. (a) Provided that none each of the events or circumstances conditions set forth in clauses "(a)", "(b)," and " (d) of Annex I attached hereto are satisfied as of the commencement of the Offer, Parent shall have occurred or exist, as promptly as practicable cause Merger Sub to commence (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) the Offer as promptly as practicable after the date of this Agreement, and in any event (provided that the Company has fulfilled its obligation to provide information to Parent and Merger Sub on a timely basis as contemplated by Section 1.1(d), ) Parent shall use reasonable best efforts to cause Merger Sub to commence the OfferOffer within ten business days after the date of this Agreement. (b) The obligation of Merger Sub to accept for payment and to pay for any shares of Company Common Stock and Company Class B Common Stock validly tendered pursuant to the Offer shall be subject to (i) the condition that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock and Company Class B Common Stock that, together with any shares of Company Common Stock and Company Class B Common Stock owned by Parent or any wholly-owned Subsidiary of Parent immediately prior to the acceptance for payment of shares of Company Common Stock and Company Class B Common Stock pursuant to the Offer, represents more than fifty and one-tenth percent (50.1%) of the Adjusted Outstanding Share Number (the "Minimum Condition") and (ii) the other conditions set forth in Annex I. (The Minimum Condition and the other conditions set forth in Annex I are referred to collectively in this Agreement as the "Offer Conditions.") Merger Sub expressly reserves the right, in its sole discretion, to increase the Offer Price and to waive or make any other changes to the terms and conditions of the Offer; PROVIDED, HOWEVER, that without the prior written consent of the Company: (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Offer Price or the number of shares of Company Common Stock and Company Class B Common Stock sought to be purchased in the Offer, (C) imposes conditions to the Offer in addition to the Offer Conditions, (D) except as provided in Section 1.1(c), extends the expiration date of the Offer beyond the initial expiration date of the Offer, (E) amends any other term of the Offer in a manner adverse to the holders of Company Common Stock and Company Class B Common Stock or (F) reduces the time period during which the Offer shall remain open. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment all shares of Company Common Stock and Company Class B Common Stock validly tendered and not withdrawn pursuant to the Offer (and not withdrawn) as soon as it practicable after Merger Sub is permitted to do so under all applicable Law (as defined in paragraph (c) below) legal requirements, and Parent shall cause Merger Sub to pay for such shares promptly thereafter (thereafter, and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation Parent shall provide, or cause to accept for payment and be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (i) the condition that there shall be a number of shares of and Company Class B Common Stock validly tendered pursuant that Merger Sub accepts or is obligated to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance accept for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority . (c) The Offer shall initially be scheduled to expire twenty (20) business days following the date of the Fully Diluted Number commencement thereof. Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties' respective termination rights under Section 8.1: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, Merger Sub may, in its discretion (and without the consent of the Company Shares (or any other Person), extend the Offer from time to time for such period of time as defined in paragraph (d) below) (the “Minimum Condition”)Merger Sub reasonably determines to be necessary to permit such Offer Condition to be satisfied; and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves the right Merger Sub may, in its sole discretion to increase (and without the initial Per-Share Amount, to waive (in whole or in part) any consent of the conditions Company or any other Person), extend the Offer from time to time for any period of time required by any rule or regulation of the Offer set forth in Annex I, or SEC applicable to make any other changes in the terms and conditions of the Offer; provided(iii) if, howeveron any date as of which the Offer is scheduled to expire, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters has been satisfied but the form sum of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought and Company Class B Common Stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of Company Common Stock and Company Class B Common Stock owned by Parent or any wholly-owned Subsidiary of Parent is less than 90% of the number of shares of Company Common Stock and Company Class B Common Stock outstanding, then Merger Sub may, in its discretion (and without the consent of the Company or any other Person), on one occasion, extend the offer for one additional period of not more than ten business days; (iv) Merger Sub may, in its discretion (and without the consent of the Company or any other Person), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act and in compliance with all other provisions of applicable securities laws; and (v) if any Offer Condition shall not be satisfied, Parent agrees to cause Merger Sub to extend the Offer from time to time in accordance with this Section 1.1(c) for the shortest time periods which it reasonably believes are necessary until consummation of the Offer if the conditions of the Offer shall not have been satisfied or waived. (d) On the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which will contain or imposes conditions incorporate by reference the offer to purchase shares of Company Common Stock and Company Class B Common Stock pursuant to the Offer (the "Offer to Purchase") and the forms of the related letter of transmittal and summary advertisement and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of shares of Company Common Stock and Company Class B Common Stock in addition accordance with all applicable Legal Requirements. (Said Tender Offer Statement on Schedule TO and all exhibits, amendments and supplements thereto are referred to collectively in this Agreement as the "Offer Documents.") Parent and Merger Sub shall use reasonable best efforts to cause the Offer Documents to comply in all material respects with the Exchange Act and the rules and regulations thereunder. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Minimum Condition Offer Documents or the Offer, to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to take all steps necessary to cause the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock and Company Class B Common Stock to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and its Subsidiaries and the conditions set forth Company's stockholders that may be required or reasonably requested in Annex I; (3) except as provided in connection with any action contemplated by this Section 1.1(d), no change may . The Company and its counsel shall be made that extends the expiration date of given reasonable opportunity to review and comment on the Offer beyond Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall provide the Company and its initial expiration datecounsel with any comments Parent, and (4) except as provided in this Agreement, no change Merger Sub or their counsel may be made that amends any other terms of receive from the SEC or its staff with respect to the Offer in a manner adverse to the holders Documents promptly after receipt of Company Common Stocksuch comments. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none Parent shall cause Acquisition Sub to, and Acquisition Sub shall, use commercially reasonable efforts to commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly as practicable after the date of this Agreement and with the reasonable cooperation of the Company and the Company’s Representatives, within ten (and in any event not later than five 10) business days after the date hereofof this Agreement (and, provided that in any event, within twenty (20) calendar days after the date of this Agreement). Each share of Company has within a reasonable time prior thereto furnished Parent Common Stock accepted by Acquisition Sub in accordance with the information about terms and subject to the Company required to be included in conditions of the Offer Documentsshall be exchanged for the right to receive $6.07, as defined net to the holder of such share in paragraph cash (e) belowthe “Per Share Consideration”), . The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all payment, and the obligation of Parent to cause Acquisition Sub to accept for payment, and pay for, any shares of Company Common Stock validly tendered (and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (cwithdrawn) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: to (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares Acquisition Sub or any other Subsidiaries of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment tender of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B. The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions.” For purposes of this Agreement, or to make any other changes in the terms and conditions “Adjusted Outstanding Share Number” shall be the sum of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in issued and outstanding immediately prior to the OfferAcceptance Time, or imposes conditions plus (2) an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the exercise of all in-the-money Company Options and other rights to acquire Company Common Stock that are outstanding immediately prior to the acceptance of shares of Company Common Stock for tender pursuant to the Offer in addition and that are vested and exercisable or will be vested and exercisable prior to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of Company Common StockEffective Time. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8 hereof and that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or existexist (excluding the events or circumstances set forth in paragraph "(a)" in Annex I), as promptly as practicable (and in any event not later than five ten (10) business days after the date hereofof this Agreement, provided that the Company has has, within a reasonable time prior thereto furnished theretofore, provided Parent with the information about the Company required to be included in the Offer Documents, as Statement (defined in paragraph (e) below)), Acquisition Co. Sub shall commence, commence (within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), ) the Offer. (b) Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. Sub shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). The obligation of Acquisition Co.’s obligation Sub to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: to (i) the condition that there shall be validly tendered and not withdrawn a number of shares of Company Common Stock validly that (including the shares tendered pursuant to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to under the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, Agreement) immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferOffer ("Parent-Owned Shares"), represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “"Minimum Condition”); and ") and (ii) the other conditions set forth in Annex I. Acquisition Co. Sub expressly reserves the right in at its sole discretion to increase the initial Per-Per Share Amount, to waive (in whole or in part) any of the conditions of the Offer offer set forth in Annex I, I or to make any other changes in the terms and conditions of the Offer; provided, however, provided that without the Company’s prior written consentconsent of the Company: (1i) the Minimum Condition may not be amended or waived; (2ii) no change may be made that alters changes the form of consideration to be paid, that reduces the Per-Per Share Amount, Amount or that changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3iii) except as provided in Section 1.1(d1.1(c), no change may be made that extends the expiration date of the Offer beyond its the initial expiration datedate of the Offer, and (4iv) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of the Company Common Stock. Simultaneously with the acceptance for payment of any shares in the Offer, Parent shall cause Acquisition Sub to deposit with the Paying Agent immediately available cash funds sufficient to pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. (c) For all purposes The Offer shall initially be scheduled to expire 20 business days following the date of the commencement thereof. Notwithstanding anything to the contrary contained in this Agreement, but subject to the capitalized terms set forth below parties' respective termination rights under Section 8.1, (i) if, at any then-scheduled expiration date, any of the conditions to the Offer have not been satisfied or waived, Acquisition Sub shall be entitled to extend the Offer for such amount of time as is reasonably necessary to cause such conditions to the Offer to be satisfied; (ii) Acquisition Sub may, without the consent of the Company or any other Person (A) extend the Offer (one or more times) for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (B) if the sum of (1) the number of shares of Company Common Stock that shall have been validly tendered and not withdrawn pursuant to the following meanings:Offer (other than shares tendered by guaranteed delivery where actual delivery has not occurred) as of the scheduled or extended expiration date of the Offer, plus (2) the number of Parent-Owned Shares as of such date, represents more than a majority of the Fully Diluted Number of Company Shares but less than 90% of the Fully Diluted Number of Company Shares as of such date, extend the Offer (one or more times) for an aggregate additional period of not more than 20 business days; (iii) Acquisition Sub may, without the consent of the Company or any other Person, elect to provide for a subsequent offering period (and one or more extensions thereof) pursuant to, and in accordance with the terms of, Rule 14d under the Exchange Act; and (iv) if, at any then-scheduled expiration date any of the conditions to the Offer have not been satisfied or waived, Acquisition Sub shall, if the Company so requests in writing, extend the Offer for 10 business days. (d) On the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which will contain or incorporate by reference the offer to purchase shares of Company Common Stock pursuant to the Offer (the "Offer Statement") and form of the related letter of transmittal and (ii) cause the Offer Statement and related documents to be disseminated to holders of shares of Company Common Stock in accordance with applicable federal securities laws. Parent and Acquisition Sub agree that they shall use all reasonable efforts to cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the "Offer Documents") to comply in all material respects with the Exchange Act, the Securities Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees to use all reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Acquisition Sub agree to take all steps necessary to cause the Offer Documents as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Companies and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendment thereto) prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. (e) If, between the date of this Agreement and the date on which any particular share of Company Common Stock is accepted for payment pursuant to the Offer, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per Share Amount shall be appropriately adjusted to reflect such change or transaction.

Conduct of the Offer. (a) Provided that none Parent shall cause Acquisition Sub to, and Acquisition Sub shall, commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly soon as reasonably practicable (and in any event not later than five business days after the date hereofof this Agreement. Notwithstanding the foregoing, provided that Acquisition Sub shall not be required to commence the Offer if the Company has within a reasonable time prior thereto furnished Parent shall not be prepared to file with the information about SEC immediately following commencement of the Offer, and to disseminate to holders of shares of Company required to be included in Common Stock, the Offer Documents, Schedule 14D-9 (as defined in paragraph (e) belowSection 1.2(d), ). The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange Act”Offer Commencement Date.” In the Offer, each share of Company Common Stock accepted by Acquisition Sub in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 1.1(c), (d) and (i), be exchanged for the Offer. right to receive from Acquisition Sub, at the election of the holder of such share of Company Common Stock pursuant to Section 1.1(b): (bi) the Per Share Cash Election Consideration or (ii) the Per Share Stock Election Consideration, in each case without interest. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. Sub shall, and Parent shall cause Acquisition Sub to, (x) accept for payment exchange all shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it practicable after Acquisition Sub is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter Legal Requirements (and in any event in compliance with Rule 14e-1(c) under of the Exchange Act). Acquisition Co.’s obligation to accept ) and (y) deliver the Per Share Cash Election Consideration or Per Share Stock Election Consideration, as applicable, in exchange for payment and to pay for any shares each share of Company Common Stock tendered accepted for exchange pursuant to the Offer shall be subject to:Offer. (b) Subject to Sections 1.1(c), (d) and (i) the condition that there shall be a number ), each holder of shares of Company Common Stock validly tendered pursuant shall be entitled to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement elect (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (di) below) (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought as to which such holder desires to make a Cash Election and (ii) the number of shares of Company Common Stock as to which such holder desires to make a Parent Stock Election. Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked or lost shall be exchanged for $14.00 in cash, without interest (the “Per Share Cash Election Consideration”), subject to adjustment in accordance with Section 1.1(c). Each share of Company Common Stock with respect to which an election to receive Parent Common Stock (a “Parent Stock Election”) has been validly made and not revoked or lost shall be exchanged for .2489 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Per Share Stock Election Consideration”), subject to adjustment in accordance with Section 1.1(c). Any shares of Company Common Stock which are validly tendered in the OfferOffer and not withdrawn, or imposes conditions to and which are not the Offer subject of a valid Election (a “No Election Share”), shall be treated in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in accordance with Section 1.1(d). Any Cash Election or Parent Stock Election shall be referred to herein as an “Election.” All Elections shall be made on a form furnished by Acquisition Sub for that purpose, no change which form may be made that extends the expiration date part of the Offer beyond its initial expiration dateletter of transmittal accompanying the Offer. In order to be deemed an effective Election, and (4) except as provided in this Agreementany such Forms of Election must be delivered to Acquisition Sub, no change may be made that amends together with any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock validly tendered, on or prior to the Expiration Date. Holders of record of shares of Company Common Stock who hold such shares of Company Common Stock as nominees, trustees or in other representative capacities may submit multiple Forms of Election on behalf of their respective beneficial holders. (c) For all purposes Notwithstanding anything herein to the contrary: (i) the maximum aggregate amount of this Agreementcash payable pursuant to the Offer shall be (A) $7.70, without interest in cash (the “Cash Component”) multiplied by (B) the total number of shares of Company Common Stock that are validly tendered and accepted for purchase pursuant to the Offer (the “Maximum Cash Consideration”); (ii) the maximum aggregate amount of Parent Common Stock issuable pursuant to the Offer shall be (A) .112 (the “Applicable Fraction”) multiplied by (B) the total number of shares of Company Common Stock that are validly tendered and accepted for exchange pursuant to the Offer (the “Maximum Stock Consideration”); (iii) if the total number of Cash Elections would require aggregate cash payments in excess of the Maximum Cash Consideration, such Elections shall be subject to proration as follows: for each Cash Election, the capitalized terms set forth below number of shares of Company Common Stock that shall have be converted into the following meanings:right to receive the Per Share Cash Election Consideration shall be (A) the total number of shares of Company Common Stock subject to such Cash Election multiplied by (B) the Cash Proration Factor, rounded down to the nearest share of Company Common Stock. The “Cash Proration Factor” means a fraction (1) the numerator of which shall be the Maximum Cash Consideration and (2) the denominator of which shall be the product of the aggregate number of shares of Company Common Stock subject to all Cash Elections made by all holders of shares of Company Common Stock, multiplied by the Per Share Cash Election Consideration. The shares of Company Common Stock subject to such Cash Election that were not converted into the right to receive the Per Share Cash Election Consideration in accordance with this Section 1.1(c)(iii) shall be converted into the right to receive the Per Share Stock Election Consideration. All prorations resulting from this Section 1.1(c)(iii) shall be applied on a pro rata basis, such that each holder who tenders shares of Company Common Stock subject to a Cash Election bears its proportionate share of the proration, based on the percentage of all shares of Company Common Stock subject to Cash Elections tendered by all holders that is reflected by the total shares of Company Common Stock subject to a Cash Election tendered by such holder.

Conduct of the Offer. (a) Provided that none Subject to the proviso contained in the following sentence, Acquisition Sub shall commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement. Without limiting the preceding sentence, if the Company: (i) shall have fully cooperated with Parent in connection with the Offer and the preparation of the Offer Documents (as defined in Section 1.1(e)), including by promptly providing to Parent any event not later than five comments regarding the Offer Documents from the advisors to the Company; and (ii) shall be prepared to file with the SEC, and to disseminate to holders of Company Common Stock, the Schedule 14D-9 (as defined in Section 1.2(b)) on the date Parent files the Offer Documents with the SEC, then Parent shall cause Acquisition Sub to, and Acquisition Sub shall, commence the Offer within seven business days after the date hereofof this Agreement; provided, provided however, that Acquisition Sub shall not be required to commence the Offer if (i) any of the conditions set forth in clauses “(a),” “(b),” “(c),” “(g),” “(h),” “(i),” “(j),” “(k)”, “(l),” “(m)” and “(n)” of Exhibit B shall not be satisfied, or (ii) the Company has within a reasonable time prior thereto furnished Parent shall not be prepared to file immediately with the information about SEC, and to disseminate to holders of shares of Company Common Stock, the Company required to be included in Schedule 14D-9. (The date on which Acquisition Sub commences the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commenceOffer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date.”), the Offer. (b) Subject The obligation of Acquisition Sub (and the obligation of Parent to the terms and conditions of the Offer and this Agreement, cause Acquisition Co. shall Sub) to accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (cwithdrawn) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnthat, together with any shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, or Acquisition Sub immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the OfferAcceptance Time, represents at least a majority more than 66 2/3% of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B. (The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions.”) For purposes of this Agreement, or to make any other changes in the terms and conditions of “Adjusted Outstanding Share Number” shall be the Offer; provided, however, that without the Company’s prior written consentsum of: (1A) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in the Offer, or imposes conditions issued and outstanding immediately prior to the Offer in addition Acceptance Time; plus (B) an additional number of shares up to (but not exceeding) the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date aggregate number of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time and that are vested or that will be vested immediately after such time (other than potential (but not actual) dilution attributable to the Top-Up Option). (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none each of the events or circumstances conditions set forth in clauses “(a)”, “(b),” and “(d)” of Annex I attached hereto are satisfied as of the commencement of the Offer, Parent shall have occurred or exist, as promptly as practicable cause Merger Sub to commence (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) the Offer as promptly as practicable after the date of this Agreement, and in any event (provided that the Company has fulfilled its obligation to provide information to Parent and Merger Sub on a timely basis as contemplated by Section 1.1(d), ) Parent shall use reasonable best efforts to cause Merger Sub to commence the OfferOffer within ten business days after the date of this Agreement. (b) Subject to the terms and conditions The obligation of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation Merger Sub to accept for payment and to pay for any shares of Company Common Stock and Company Class B Common Stock validly tendered pursuant to the Offer shall be subject to: to (i) the condition that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawnCompany Class B Common Stock that, together with any shares of Company Common Stock owned by Parent, including shares of and Company Class B Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parentor any wholly-Owned Shares”), that, owned Subsidiary of Parent immediately prior to the acceptance for payment of shares of Company Common Stock and Company Class B Common Stock pursuant to the Offer, represents at least a majority more than fifty and one-tenth percent (50.1%) of the Fully Diluted Adjusted Outstanding Share Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and ) and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves (The Minimum Condition and the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex II are referred to collectively in this Agreement as the “Offer Conditions.”) Merger Sub expressly reserves the right, in its sole discretion, to increase the Offer Price and to waive or to make any other changes in to the terms and conditions of the Offer; provided, however, that without the Company’s prior written consentconsent of the Company: (1i) the Minimum Condition may not be amended or waived; and (2ii) no change may be made to the Offer that alters (A) changes the form of consideration to be paidpaid pursuant to the Offer, reduces (B) decreases the Per-Share Amount, changes Offer Price or the number of shares of Company Common Stock and Company Class B Common Stock sought to be purchased in the Offer, or (C) imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; Offer Conditions, (3D) except as provided in Section 1.1(d1.1(c), no change may be made that extends the expiration date of the Offer beyond its the initial expiration datedate of the Offer, and (4E) except as provided in this Agreement, no change may be made that amends any other terms term of the Offer in a manner adverse to the holders of Company Common StockStock and Company Class B Common Stock or (F) reduces the time period during which the Offer shall remain open. Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment all shares of Company Common Stock and Company Class B Common Stock validly tendered pursuant to the Offer (and not withdrawn) as soon as practicable after Merger Sub is permitted to do so under all applicable legal requirements, and Parent shall cause Merger Sub to pay for such shares promptly thereafter, and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide, or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock and Company Class B Common Stock that Merger Sub accepts or is obligated to accept for payment pursuant to the Offer. (c) For The Offer shall initially be scheduled to expire twenty (20) business days following the date of the commencement thereof. Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.1: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer from time to time for such period of time as Merger Sub reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer from time to time for any period of time required by any rule or regulation of the SEC applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of Company Common Stock and Company Class B Common Stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of Company Common Stock and Company Class B Common Stock owned by Parent or any wholly-owned Subsidiary of Parent is less than 90% of the number of shares of Company Common Stock and Company Class B Common Stock outstanding, then Merger Sub may, in its discretion (and without the consent of the Company or any other Person), on one occasion, extend the offer for one additional period of not more than ten business days; (iv) Merger Sub may, in its discretion (and without the consent of the Company or any other Person), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act and in compliance with all purposes other provisions of applicable securities laws; and (v) if any Offer Condition shall not be satisfied, Parent agrees to cause Merger Sub to extend the Offer from time to time in accordance with this Section 1.1(c) for the shortest time periods which it reasonably believes are necessary until consummation of the Offer if the conditions of the Offer shall not have been satisfied or waived. (d) On the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which will contain or incorporate by reference the offer to purchase shares of Company Common Stock and Company Class B Common Stock pursuant to the Offer (the “Offer to Purchase”) and the forms of the related letter of transmittal and summary advertisement and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of shares of Company Common Stock and Company Class B Common Stock in accordance with all applicable Legal Requirements. (Said Tender Offer Statement on Schedule TO and all exhibits, amendments and supplements thereto are referred to collectively in this Agreement as the “Offer Documents.”) Parent and Merger Sub shall use reasonable best efforts to cause the Offer Documents to comply in all material respects with the Exchange Act and the rules and regulations thereunder. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to take all steps necessary to cause the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock and Company Class B Common Stock to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall provide the Company and its counsel with any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. (e) If, between the date of this Agreement and the date on which any particular share of Company Common Stock and Company Class B Common Stock is accepted for payment and paid for pursuant to the Offer, the outstanding shares of Company Common Stock or Company Class B Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price applicable to such share shall be appropriately adjusted. (f) Parent shall allow holders of shares of restricted and unvested Company Common Stock (“Restricted Shares”) to tender such shares pursuant to the Offer and any such Restricted Shares (the “Tendered Restricted Shares”) shall be treated in the same manner as any other share of Company Common Stock; provided, however, that the Offer Price paid for the portion which remains unvested following consummation of the Offer, if any, of the Tendered Restricted Shares at the time of acceptance and payment pursuant to the Offer shall be credited as an opening balance of a deferred compensation account for each such holder choosing to tender, which balance, and any earnings thereon, shall be non-transferable and forfeitable subject to all restrictions of the original Restricted Shares (including restrictions on transfer) until the Tendered Restricted Shares vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. Following acceptance, Merger Sub or Parent will hold such Tendered Restricted Shares subject to all of the restrictions of the original Restricted Shares (including provisions related to vesting and restrictions on transfer) until the Tendered Restricted Shares vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. If the unvested portion of the Tendered Restricted Shares tendered by any individual holder of Restricted Shares and accepted and paid pursuant to the Offer relates to at least 10,000 shares of Company Common Stock (excluding any Restricted Shares that vest immediately prior to consummation of the Offer), the Company shall establish a grantor “rabbi” trust and deposit therein an amount of cash equal to the amount of deferred compensation credited to each such holder’s account pursuant to the terms of the holder’s restricted stock agreement. A single trust may be established for the benefit of each holder and other employees with similar rights to deferred compensation, but the trustee must maintain an account for each holder identifying trust assets relating to the Company’s deferred compensation obligations to each holder. Initially, the trustee of the trust shall be the Chief Financial Officer of the Company immediately prior to the Effective Time (such individual being the “Designated Officer,” who shall continue in this capacity even if no longer Chief Financial Officer of the Company) or such other trustee as the Designated Officer may designate, and any successor to the trustee shall be subject to the approval of the Designated Officer. If the portion of the Tendered Restricted Stock not vested immediately prior to the consummation of the Offer relates to less than 10,000 shares of Company Common Stock (excluding any Restricted Shares that vest immediately prior to consummation of the Offer), the Company shall not be required to establish a grantor “rabbi” trust with respect to its obligation to the holder. All amounts in each holder’s deferred compensation account shall be deemed invested in a registered money market fund, except that such amounts may be instead deemed invested in alternative investment vehicles as agreed to from time to time by the Company and the holder. Upon vesting of the account, each holder shall be entitled to payment, in settlement of his or her deferred compensation account, of a cash amount equal to the then-value of such holder’s deferred compensation account, based on the performance of such deemed investments. Each holder’s deferred compensation account shall at all times be guaranteed by the Parent. To the extent the Tendered Restricted Shares vest immediately prior to or upon consummation of the Offer, the Offer Price paid with respect to such Tendered Restricted Shares shall be free and clear of all restrictions and paid to the holder thereof at the same time and in the same manner as payments made under Section 1.1(b). Subject to the immediately following sentence, Parent hereby expressly agrees that the Company may make such determinations as may be necessary under the Company Stock Plans in order to effectuate the transferability of the Restricted Shares as required by this Section 1.1(f). Except as expressly provided otherwise in this Agreement, the capitalized Board of Directors of the Company shall not accelerate the vesting of any Restricted Shares unless such acceleration is required by the terms set forth below shall have of the following meanings:Company Stock Plans or the agreements under which the Restricted Shares were granted.

Conduct of the Offer. (a) Provided that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, as promptly as practicable (and in any event not later than five ten business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”"), the Offer. (b) Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares in cash promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s 's obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to: (i) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn, together with shares of Company Common Stock owned by ParentParent and its subsidiaries (excluding any Top-Up Shares, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”defined in Section 1.4 below), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority sixty five percent (65%) of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “"Minimum Condition”"); and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves the right in its sole discretion to increase the initial Per-Share AmountAmount (in compliance with Rule 14d-10), to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company’s 's prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of Company Common StockStock and (5) Acquisition Co. shall not accept tendered Company Shares unless the conditions set forth in (a) and (b) in Annex I shall have been satisfied. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 15 Business Days from the date of this Agreement); provided, however, that none Merger Subsidiary shall not be required to commence the Offer if: (i) any of the events or circumstances conditions set forth in Annex I attached hereto clauses (a), (b)(i), (b)(ii), (c)(i), (d), (e), (g)(i), (h), (i) and (j) of Exhibit B shall have occurred not be satisfied; or exist, as promptly as practicable (and in any event not later than five business days after the date hereof, provided that ii) the Company has within a reasonable time prior thereto furnished Parent shall not be prepared to file immediately with the information about SEC, and to disseminate to holders of shares of Company Common Stock, the Company required to be included in Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commenceOffer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange ActOffer Commencement Date”), the Offer. (b) Subject The obligation of Merger Subsidiary to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it is permitted shall be subject to do so under applicable Law the satisfaction or (as defined in paragraph if permitted) waiver of: (ci) belowthe condition (the “Minimum Condition”) and that: (A) there shall pay for such shares promptly thereafter be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any such number, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Offer shall be subject to: Acceptance Time, represents a majority of the Adjusted Outstanding Share Number; and (iB) the condition that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn(excluding, together with in such number, (1) shares of Company Common Stock owned by Parenttendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, including and (2) shares of Company Common Stock subject to the Tender and Voting Agreement (such shares beneficially owned by (x) the LJE Parties, (y) Ultimate Parent and/or subject to or its Affiliates or (z) any Executive Officers or directors of the Tender and Voting Agreement being referred to as Company or their Affiliates) that represents a majority of the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant issued and outstanding immediately prior to the OfferAcceptance Time (excluding, represents at least a majority from such issued and outstanding shares, shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Fully Diluted Number of Company Shares (as defined in paragraph (d) belowor their Affiliates) (the condition referred to in this clause “Minimum (B)” being the “Unaffiliated Tender Condition”); and and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves Exhibit B (the right in its sole discretion to increase Minimum Condition and the initial Per-Share Amount, to waive (in whole or in part) any of the other conditions of the Offer set forth in Annex IExhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, or to make any other changes in the terms and conditions of “Adjusted Outstanding Share Number” shall be the Offer; provided, however, that without the Company’s prior written consentsum of: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the aggregate number of shares of Company Common Stock sought in the Offer, or imposes conditions issued and outstanding immediately prior to the Offer in addition Acceptance Time; plus (2) an additional number of shares equal to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date aggregate number of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time. (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

Conduct of the Offer. (a) Provided that none Parent shall cause Acquisition Sub to, and Acquisition Sub shall, commence (within the meaning of Rule 14d-2 under the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, Exchange Act) the Offer as promptly soon as reasonably practicable (and in any event not later than five business days after the date hereofof this Agreement. Notwithstanding the foregoing, provided that Acquisition Sub shall not be required to commence the Offer if the Company has within a reasonable time prior thereto furnished Parent shall not be prepared to file with the information about SEC immediately following commencement of the Offer, and to disseminate to holders of shares of Company required to be included in Common Stock, the Offer Documents, Schedule 14D-9 (as defined in paragraph (e) belowSection 1.2(d), ). The date on which Acquisition Co. shall commenceSub commences the Offer, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934Act, is referred to in this Agreement as amended (the “Exchange Act”Offer Commencement Date.” In the Offer, each share of Company Common Stock accepted by Acquisition Sub in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 1.1(c), (d) and (i), be exchanged for the Offer. right to receive from Acquisition Sub, at the election of the holder of such share of Company Common Stock pursuant to Section 1.1(b): (bi) the Per Share Cash Election Consideration or (ii) the Per Share Stock Election Consideration, in each case without interest. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. Sub shall, and Parent shall cause Acquisition Sub to, (x) accept for payment exchange all shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as it practicable after Acquisition Sub is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter Legal Requirements (and in any event in compliance with Rule 14e-1(c) under of the Exchange Act). Acquisition Co.’s obligation to accept ) and (y) deliver the Per Share Cash Election Consideration or Per Share Stock Election Consideration, as applicable, in exchange for payment and to pay for any shares each share of Company Common Stock tendered accepted for exchange pursuant to the Offer shall be subject to:Offer. (b) Subject to Sections 1.1(c), (d) and (i) the condition that there shall be a number ), each holder of shares of Company Common Stock validly tendered pursuant shall be entitled to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement elect (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (di) below) (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I. Acquisition Co. expressly reserves the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought as to which such holder desires to make a Cash Election and (ii) the number of shares of Company Common Stock as to which such holder desires to make a Parent Stock Election. Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked or lost shall be exchanged for $14.00 in cash, without interest (the “Per Share Cash Election Consideration”), subject to adjustment in accordance with Section 1.1(c). Each share of Company Common Stock with respect to which an election to receive Parent Common Stock (a “Parent Stock Election”) has been validly made and not revoked or lost shall be exchanged for .2489 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Per Share Stock Election Consideration”), subject to adjustment in accordance with Section 1.1(c). Any shares of Company Common Stock which are validly tendered in the OfferOffer and not withdrawn, or imposes conditions to and which are not the Offer subject of a valid Election (a “No Election Share”), shall be treated in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in accordance with Section 1.1(d). Any Cash Election or Parent Stock Election shall be referred to herein as an “Election.” All Elections shall be made on a form furnished by Acquisition Sub for that purpose, no change which form may be made that extends the expiration date part of the Offer beyond its initial expiration dateletter of transmittal accompanying the Offer. In order to be deemed an effective Election, and (4) except as provided in this Agreementany such Forms of Election must be delivered to Acquisition Sub, no change may be made that amends together with any other terms of the Offer in a manner adverse to the holders shares of Company Common StockStock validly tendered, on or prior to the Expiration Date. Holders of record of shares of Company Common Stock who hold such shares of Company Common Stock as nominees, trustees or in other representative capacities may submit multiple Forms of Election on behalf of their respective beneficial holders. (c) For all purposes Notwithstanding anything herein to the contrary: (i) the maximum aggregate amount of this Agreementcash payable pursuant to the Offer shall be (A) $7.70, without interest in cash (the “Cash Component”) multiplied by (B) the total number of shares of Company Common Stock that are validly tendered and accepted for purchase pursuant to the Offer (the "Maximum Cash Consideration"); (ii) the maximum aggregate amount of Parent Common Stock issuable pursuant to the Offer shall be (A) .112 (the “Applicable Fraction”) multiplied by (B) the total number of shares of Company Common Stock that are validly tendered and accepted for exchange pursuant to the Offer (the "Maximum Stock Consideration"); (iii) if the total number of Cash Elections would require aggregate cash payments in excess of the Maximum Cash Consideration, such Elections shall be subject to proration as follows: for each Cash Election, the capitalized terms set forth below number of shares of Company Common Stock that shall have be converted into the following meanings:right to receive the Per Share Cash Election Consideration shall be (A) the total number of shares of Company Common Stock subject to such Cash Election multiplied by (B) the Cash Proration Factor, rounded down to the nearest share of Company Common Stock. The "Cash Proration Factor" means a fraction (1) the numerator of which shall be the Maximum Cash Consideration and (2) the denominator of which shall be the product of the aggregate number of shares of Company Common Stock subject to all Cash Elections made by all holders of shares of Company Common Stock, multiplied by the Per Share Cash Election Consideration. The shares of Company Common Stock subject to such Cash Election that were not converted into the right to receive the Per Share Cash Election Consideration in accordance with this Section 1.1(c)(iii) shall be converted into the right to receive the Per Share Stock Election Consideration. All prorations resulting from this Section 1.1(c)(iii) shall be applied on a pro rata basis, such that each holder who tenders shares of Company Common Stock subject to a Cash Election bears its proportionate share of the proration, based on the percentage of all shares of Company Common Stock subject to Cash Elections tendered by all holders that is reflected by the total shares of Company Common Stock subject to a Cash Election tendered by such holder.