Common use of Expiration and Extension of the Offer Clause in Contracts

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days business days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation rule or position regulation of the SEC or its staff or NASDAQthe NYSE, in any such case that which is applicable to the Offer; (B) in the event that any all of the conditions to the Offer Offer, including the Minimum Condition or any of the other conditions set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions Company shall have delivered a Recommendation Change Notice pursuant to the Offer set forth on Annex A have been satisfied Section 6.3(b) or waived (if permitted hereundera Superior Proposal Notice pursuant to Section 10.1(e), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period until the expiration of ten the three (103) Business Days (Day period following such delivery of such Recommendation Change Notice or any longer period as may be approved Superior Proposal Notice referenced in advance by the CompanySection 6.3(b) and Section 10.1(e), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not (a) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend X or (b) require the extension of the Offer beyond if prohibited by any Law or Order or any rule or regulation of the Termination DateSEC or the NYSE, in any such case which is applicable to the Offer. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall be scheduled to expire at midnightone minute following 11:59 p.m., New York Timetime, on the date that is twenty twentieth (2020th) Business Days after Day following the date commencement of the Offer is first commenced (within the meaning of determined using Rule 14d-2 14d-1(g)(3) promulgated under the Exchange Act) (as such date and time may be extendedtime, subject to the immediately preceding sentence, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement, unless this Agreement has been terminated in accordance with its terms: (A) Acquisition Merger Sub shall extend the Offer for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, or as may be necessary to resolve any comments of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Merger Sub may (and, if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for one (1) or more successive extension periods of ten up to fifteen (1015) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Merger Sub may (and, if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for an extension period one or more successive extensions of ten (10) Business Days each (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two three (23) occasions, but may, in its sole discretion, elect to do so; provided, however, that (x) the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to and in accordance with the terms of Article IX, IX and (y) in no event shall Acquisition Merger Sub be required (and Parent shall not be required to cause Merger Sub) to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Merger Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) Notwithstanding any other provision in this Agreement to the contrary, in no event shall Parent or Merger Sub extend the Offer beyond the Termination Date without the prior written consent of the Company. (vi) If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is validly terminated in accordance with Article IX prior to the Acceptance Time, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return or cause to be returned all tendered Company Shares to the registered holders thereof in accordance with applicable Law.

Expiration and Extension of the Offer. (ia) Unless the Offer is extended pursuant to and in accordance with this AgreementSection 2.2(b), the Offer shall expire at midnight, New York Eastern Time (i.e., one minute after 11:59 p.m., Eastern Time), on the date that is twenty (20) 20 Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date that the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extendedextended (such date and time that the Offer expires, the “Expiration Date”). (iib) Notwithstanding the provisions of Section 2.1(d)(i2.2(a) or anything to the contrary set forth in this Agreement: (Ai) Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQthe NYSE, in any such case that case, which is applicable to the OfferOffer or the Merger and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (Bii) in the event that any of the conditions condition to the Offer set forth on Annex A, other than (including the Minimum Condition, are ) has not been satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive extension periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit further seek the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that including the Minimum Condition has not been satisfiedCondition); and (iii) if, as of on or prior to any then scheduled expiration of Expiration Date, the OfferMarketing Period has not expired, Acquisition Sub then Parent shall extend have the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but mayright, in its sole discretion, elect to do soextend the Offer until the first Business Day following the end of the Marketing Period, so long as no such extension would result in the Offer being extended beyond the third (3rd) Business Day immediately preceding the End Date; provided, however, in each case that the foregoing clauses (A), (Bx) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of the parties Parties to terminate this Agreement pursuant to the terms of Article IX, Section 10.1 and in no event (y) Purchaser shall Acquisition Sub not be required (and Parent shall not be required to cause Purchaser) to extend the Offer beyond the Termination End Date. (iiic) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub Purchaser shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer without the prior written consent of the Company unless this Agreement is validly terminated in accordance with Article IXSection 10.1, in which case Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub Purchaser to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. If the Offer is terminated or withdrawn by Purchaser, or this Agreement is terminated in accordance with Section 10.1, prior to the acceptance for payment of shares of Company Stock tendered in the Offer, Purchaser shall, and Parent shall cause Purchaser to, promptly return, and shall cause any depository acting on behalf of Purchaser to return, all tendered shares of Company Stock to the registered holders thereof.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York TimeCity time, on at the date that is twenty end of the twentieth (2020th) Business Days after Day (determined in accordance with Rule 14d-1(g)(3) under the date Exchange Act) following the Offer is first commenced commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, of the “Expiration Time”)Offer. In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any Law or Orderapplicable Law, or including any rule, regulation, interpretation or position of the SEC U.S. Securities and Exchange Commission (the “SEC”) or its the staff or NASDAQ, in any such case that is thereof applicable to the Offer; (B) in the event that . If on any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration date of the Offer, Acquisition any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to), subject to Parent’s right to terminate this Agreement pursuant to Section 9.01, extend the Offer for successive extension periods on one or more occasions, in consecutive increments of at least two (2) Business Days each but no more than ten (10) Business Days each (or with the length of any longer period such extension to be determined by Parent in its sole and absolute discretion), until such time as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions such Offer Conditions are satisfied. Notwithstanding anything to the Offer; and (C) contrary in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder)this Agreement, except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement pursuant to this clause Section 9.01 and (Cii) on more than two (2) occasionsthe Outside Date, but may, and Merger Sub shall not extend the Offer beyond the Outside Date without the Company’s prior written consent. Nothing in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii1.01(d) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties Company, Parent or Merger Sub to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination DateSection 9.01. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight11:59 p.m., New York Timetime, at the end of the day on the date that is twenty (20) Business Days (calculated pursuant to Rule 14d-1(g) under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement, unless this Agreement has been terminated pursuant to Article IX: (A) Acquisition Merger Sub shall extend the Offer for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Merger Sub may (and, if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for one or more successive extension periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then then-scheduled expiration of the Offer, Acquisition Merger Sub may (and, if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for an extension period one or more successive extensions of ten (10) Business Days each (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two three (23) occasions, but may, in its sole discretion, elect to do so; provided, however, that (x) the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to and in accordance with the terms of Article IX, IX and (y) in no event shall Acquisition Merger Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Merger Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) Notwithstanding any other provision in this Agreement to the contrary, in no event shall Parent or Merger Sub extend the Offer beyond the Termination Date without the prior written consent of the Company. (vi) If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is validly terminated in accordance with Article IX prior to the Acceptance Time, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return or cause to be returned all tendered Company Shares to the registered holders thereof.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (iNew York City time) Unless on the twentieth business day (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration TimeDate”). In Notwithstanding the event that the Offer is extended pursuant to and foregoing, unless this Agreement has been terminated in accordance with this Agreement, then the Offer shall expire on the date Article VII (and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything subject to the contrary set forth Company’s and Parent’s respective rights to terminate this Agreement in this Agreement: accordance with Article VII), (Ai) Acquisition Merger Sub shall extend the Offer and the Expiration Date for any period required by any Law or Orderthe Securities Laws, or any rule, regulation, interpretation or position the interpretations and positions of the SEC or and its staff with respect thereto or NASDAQ, in any such case that is the rules and regulations of NASDAQ applicable to the Offer; Offer or as may be required by any other Governmental Authority, and (Bii) in if at any scheduled Expiration Date the event that any of the conditions to the Tender Offer set forth on Annex A, other than the Minimum Condition, are Conditions shall not have been satisfied or earlier waived (if permitted hereunder) as of any then scheduled expiration of the Offerby Parent or Merger Sub, Acquisition Merger Sub shall (and shall be permitted to) extend the Offer for successive extension periods of and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or any such longer period as Parent and the Company may be approved in advance by the Companyagree) in order to permit the satisfaction of all of the conditions such Tender Offer Condition to the Offerbe satisfied; and (C) in the event provided, that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfiedif, as of any then the then-scheduled expiration Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the OfferMinimum Condition, Acquisition Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for an extension a single period equal to the shorter of ten (10A) twenty (20) Business Days and (or any longer period as may be approved in advance by B) the Company)number of Business Days remaining prior to the Outside Date; provided, it being understood and agreed further, that Acquisition Merger Sub shall not in no event be required to extend the Offer pursuant and the Expiration Date to this clause (C) on more a date later than two (2) occasions, but may, in its sole discretion, elect the earlier to do so; provided, however, that occur of the foregoing clauses (A), (B) or (C) termination of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with to Article VII and the provisions of Section 2.1(d)(ii) without the prior written consent of the CompanyOutside Date. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight (iNew York City time) Unless on the 20th business day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer “Expiration Date”). Notwithstanding the foregoing, (i) Merger Sub shall expire at midnightextend the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of the New York Time, on Stock Exchange (the date that is twenty (20“NYSE”) Business Days after the date applicable to the Offer is first commenced or as may be required by any other Governmental Entity and (within ii) if upon the meaning acceptance for payment of, and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, Parent and Merger Sub collectively would not beneficially own at least 90% of the Shares then outstanding on a fully-diluted basis (assuming the issuance of all shares of Common Stock issuable upon exercise of all outstanding Company Stock Options (as defined in Section 3.05(a)), Company SARs (as defined in Section 3.05(b)), warrants and other rights to purchase shares of Common Stock and, for this purpose, the delivery to Merger Sub of the Top-Up Option Shares (as defined in Section 1.04(a)) pursuant to the exercise in full of the Top-Up Option (as defined in Section 1.04(a))), Merger Sub may, and the Offer Documents shall preserve the right to, without the consent of the Company (but subject to prior consultation with the Company), elect to provide a “subsequent offering period” for the Offer in accordance with Rule 14d-2 promulgated 14d-11 under the Exchange Act of not more than 15 business days, as determined by Merger Sub in consultation with the Company; provided, however, that, in accordance with Rule 14d-11 under the Exchange Act, Merger Sub shall immediately accept for payment and promptly (and in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) (as under the Exchange Act)) pay for all Shares tendered during any such date and time may be extended, the “Expiration Time”)subsequent offering period. In the event that the Offer is extended pursuant to and Unless this Agreement has been terminated in accordance with Article IX (and subject to each Party’s rights to terminate this AgreementAgreement in accordance with Article IX), then if at any scheduled Expiration Date the Tender Offer Conditions shall expire on the date and at the time to which the Offer has not have been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) satisfied or anything to the contrary set forth in this Agreement: (A) Acquisition earlier waived, Merger Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of and the SEC or its staff or NASDAQ, in any such case Expiration Date to a date that is applicable to the Offer; (B) in the event not more than 10 business days after such previously scheduled Expiration Date; provided, however, that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant and the Expiration Date to this clause a date later than the Outside Date (C) on more than two (2) occasions, but may, as defined in its sole discretion, elect to do so; provided, however, that the foregoing clauses (ASection 9.01(b)(i), (B) or (C) of this Section 2.1(d)(ii) ). Merger Sub shall not be deemed to impair, limit terminate or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend withdraw the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw Company other than in connection with the Offer prior to the then scheduled expiration termination of the Offer unless this Agreement is validly terminated in accordance with Article IX. In the event this Agreement is terminated pursuant to Article IX prior to any scheduled Expiration Date, in which case Acquisition Merger Sub shall promptly (and Parent shall cause Acquisition Sub toin any event within 48 hours of such termination) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this AgreementOffer.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall be 12:00 midnight (New York City time) on the twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the parties’ rights to terminate this Agreement pursuant to Article VII and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition), Merger Sub shall (and Parent shall cause Merger Sub to) (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its the staff or NASDAQ, in any such case that is thereof applicable to the Offer; , (Bii) in if, on the event that initial expiration date or any subsequent date as of the conditions to which the Offer set forth on Annex Ais scheduled to expire, other than the Minimum Condition, are any Offer Condition shall not have been satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offerwaived, Acquisition Sub shall extend the Offer for successive extension periods on one or more occasions in consecutive increments of ten up to five (105) Business Days each (or any such longer period as the parties hereto may be approved in advance by the Companyagree) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A until such time as each such condition shall have been satisfied or waived and (if permitted hereunder)iii) if, except that on the Minimum initial expiration date or any subsequent date as of which the Offer is scheduled to expire, each Offer Condition has been satisfied or waived and the Bank Marketing Period did not been satisfiedend on or prior to the immediately preceding Business Day, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period one or more periods of ten up to five (105) Business Days each (or any longer the length of such period to be determined by Parent) until such time as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub Bank Marketing Period shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do sohave ended; provided, however, that the foregoing clauses (A), (B1) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Merger Sub be required to extend the Offer beyond the Termination Date. Outside Date or the valid termination of this Agreement in accordance with Article VII and (iii2) Neither Parent nor Acquisition if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived and the Bank Marketing Period shall have ended, Merger Sub shall in such situation be required to extend the Offer in any manner consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the aggregate (or such other than pursuant period as the parties hereto may agree). The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with the provisions of this Section 2.1(d)(ii1.1(c)) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXVII. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled expiration thereof, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) promptly (and in any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this AgreementOffer.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnightone (1) minute following 11:59 p.m., New York Eastern Time, on the date that is twenty the twentieth (2020th) Business Days after the date Day following the Offer is first commenced (within the meaning of Commencement Date, determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and the Company (as such date and time may be extendedor such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything Subject to the contrary set forth Parties’ respective termination rights under Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in this Agreement: its discretion (A) Acquisition Sub shall and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for any an additional period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable up to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the satisfaction of all Offer from time to time for (A) any period required by any Law, any interpretation or position of the conditions to SEC, the Offer; and (C) in the event that all of the conditions staff thereof or Nasdaq applicable to the Offer set forth on Annex A and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, each Offer Condition (other than the Minimum Condition and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer) has been satisfied or waived (if permitted hereunder), except that and the Minimum Condition has not been satisfied, as of any then scheduled expiration at the request of the OfferCompany, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for an extension period of additional ten (10) Business Days Day period to permit such the Minimum Condition to be satisfied; provided, however, in no event shall Purchaser or Parent be required to (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub Parent shall not be required to cause Purchaser to) extend the expiration of the Offer pursuant to this clause (Ciii) on for more than two twenty (220) occasions, but may, Business Days in its sole discretion, elect to do sothe aggregate; provided, howeverfurther, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser (1) be required to extend the Offer beyond the Termination Date. earlier to occur of: (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date (the earlier of clauses (x) and (y), the “Extension Deadline”) or (2) be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither . Purchaser agrees that it shall not, and Parent nor Acquisition Sub shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the then scheduled expiration prior written consent of the Offer unless Company except in the event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement9.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Eastern Standard Time, on the date that is twenty (20) Business Days business days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(e)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQNasdaq, in any such case that case, which is applicable to the Offer;Offer or the Mergers; and (B) in the event that any of the conditions to the Offer set forth on Annex A, other than (including the Minimum Condition, are ) have not been satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive extension periods of up to ten (10) Business Days business days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that including the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the CompanyCondition), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B1) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, IX and in no event (2) Purchaser shall Acquisition Sub not be required (and Parent shall not be required to cause Purchaser) to extend the Offer beyond the Termination Outside Date. (iii) Neither Parent nor Acquisition Sub Purchaser shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii1.1(e)(ii) and Section 9.1(b) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub Purchaser shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub Purchaser to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Daybusiness day) after such termination of this Agreement.

Expiration and Extension of the Offer. Unless extended as provided in this Agreement or as may otherwise be agreed to by Parent and the Company (i) Unless which agreement shall have been approved by the Offer is extended pursuant to and in accordance with this AgreementSpecial Committee), the Offer shall expire at midnightone minute after 11:59 p.m., New York TimeCity time, on the date that is twenty (20) 20 Business Days after the date the Offer is first commenced (within the meaning of calculated as set forth in Rule 14d-2 14d-1(g)(3) promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that after the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Commencement Date. Notwithstanding the provisions of Section 2.1(d)(i) foregoing or anything to the contrary set forth in this Agreement, unless this Agreement shall have been terminated in accordance with Section 11.01: (i) in no event shall Merger Sub be permitted without the Company’s prior written consent (which consent shall have been approved by the Special Committee) or required to extend the Offer beyond the End Date; and (ii) subject to the foregoing clause (i): (A) Acquisition if, immediately prior to the then-effective expiration time of the Offer, any of the Offer Conditions (other than any Offer Condition that, by its nature, is to be satisfied only immediately prior to the Acceptance Time) has not been satisfied or, to the extent permitted by this Agreement and Applicable Law, waived by Merger Sub, then, Merger Sub may or, at the written request of the Company (which request shall have been approved by the Special Committee), Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one or more periods, in consecutive increments of not more than five Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) each (or such other duration as may be agreed to by Parent and the Company (which agreement shall have been approved by the Special Committee)), to permit such Offer Condition to be satisfied; provided that in no event shall Merger Sub be permitted without the Company’s prior written consent (which consent shall have been approved by the Special Committee) or required to extend the Offer pursuant to this clause (A) beyond one minute after 11:59 p.m., New York City time, on the date that is 20 Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the Table of Contents date that all of the Offer Conditions (other than the Minimum Condition and any Offer Condition that, by its nature, is to be satisfied only immediately prior to the Acceptance Time) have been satisfied; (B) if, immediately prior to the then-effective expiration time of the Offer, the full amount of the Debt Financing necessary to pay the Required Amount would not be available to be funded at the consummation of the Offer and the Closing (other than as a result of a breach in any material respect by Parent or Merger Sub of any of their representations, warranties or covenants set forth in Section 6.07 or Section 8.03) if the Offer were not extended, then Merger Sub may or, at the written request of the Company (which request shall have been approved by the Special Committee), Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one or more periods, in consecutive increments of not more than five Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) (or such other duration, as may be agreed to by Parent and the Company (which agreement shall have been approved by the Special Committee)) to permit the funding of the full amount of the Debt Financing necessary to pay the Required Amount; provided that, as a condition to any extension of the Offer by Merger Sub pursuant to this clause (B) other than at the written request of the Company, prior to any then-effective expiration time of the Offer, Parent shall have delivered to the Company a notice (each such notice, a “Financing Extension Notice”) stating that the full amount of the Debt Financing is not available to be funded at the anticipated Acceptance Time; and (C) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQby any rule, in regulation or position of NYSE or by any such case that is applicable to the Offer; (B) in the event that any of the conditions to U.S. federal securities law. The time when the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied expires (taking into account any permitted or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and extensions in accordance with this Section 2.01(d)) is referenced herein as the provisions of Section 2.1(d)(ii) without the prior written consent of the Company“Expiration Time”. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnightone minute after 11:59 p.m., New York Time, Eastern Time on the date that is twenty (20) Business Days after the date the Offer is first commenced business days (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) Acquisition Sub shall extend the Offer for any period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; ; and (B) in periods of up to fifteen (15) business days per extension, until any waiting period (and any extension thereof) applicable to the event that any consummation of the conditions to Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; (iii) if, as of the scheduled Expiration Date, any Offer set forth on Annex A, Condition other than the Minimum Condition, are Condition or the Termination Condition is not satisfied or waived (if permitted hereunder) as of any then scheduled expiration and has not been waived, at the request of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for successive extension periods an additional period of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order business days per extension to permit such Offer Condition to be satisfied; provided, however, that Purchaser shall be required to extend the satisfaction Offer pursuant to this clause (iii) only if such condition or conditions are capable of being satisfied on or before the End Date; and (iv) if, as of the scheduled Expiration Date, all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A Conditions have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the OfferPurchaser shall, Acquisition Sub and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an extension additional period of up to ten (10) Business Days (or any longer period as may business days per extension to permit such Offer Condition to be approved in advance by the Company)satisfied, it being understood and agreed that Acquisition Sub Purchaser shall not be required to extend the Offer pursuant to this clause (Civ) on more than two three (23) occasionsoccasions that provide, in the aggregate, for an additional period of at least thirty (30) business days to permit such Offer Condition to be satisfied pursuant to this clause (iv), but may, in its sole and absolute discretion, elect to do so; provided, however, that that, in the foregoing case of each of clauses (A)i) – (iv) above, (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to extend the Offer in any manner other than pursuant beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to and in accordance with expire, prior to the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnightone (1) minute following 11:59 p.m., New York Eastern Time, on the date that is twenty the twentieth (2020th) Business Days after the date Day following the Offer is first commenced (within the meaning of Commencement Date, determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and the Company (as such date and time may be extendedor such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything Subject to the contrary set forth Parties’ respective termination rights under Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in this Agreement: its discretion (A) Acquisition Sub shall and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for any an additional period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable up to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the satisfaction of all Offer from time to time for (A) any period required by any Law, any interpretation or position of the conditions to SEC, the Offer; and (C) in the event that all of the conditions staff thereof or Nasdaq applicable to the Offer set forth on Annex A have been satisfied or waived and (if permitted hereunder), except that the Minimum Condition has not been satisfied, as B) periods of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any longer period as may be approved in advance by Offer Condition is not satisfied and has not been waived, at the request of the Company), it being understood Purchaser shall (and agreed that Acquisition Sub Parent shall not be required to cause Purchaser to) extend the Offer pursuant on one or more occasions for an additional period specified by the Company of up to this clause ten (C10) on more than two (2) occasionsBusiness Days per extension, but may, in its sole discretion, elect to do sopermit such Offer Condition or Offer Conditions to be satisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiithe “Extension Deadline”): (x) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date or (2) be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither . Purchaser agrees that it shall not, and Parent nor Acquisition Sub shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the then scheduled expiration prior written consent of the Offer unless Company except in the event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement9.

Expiration and Extension of the Offer. The Offer shall expire at one minute after 11:59 p.m., Eastern Time, on the date that is 20 business days after the commencement of the Offer (idetermined in accordance with Rule 14d-1(g)(3) Unless under the Exchange Act) (such time, or such subsequent time to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In ” and such date, or such subsequent date to which the event that expiration of the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and “Expiration Date”). Merger Sub may at the any time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period agreed by Parent and the Company. If on or prior to any then scheduled Expiration Date any of the Offer Conditions have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement and Applicable Law, waived by Parent or Merger Sub, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of five Business Days each, in order to permit the satisfaction of such conditions; provided, however, that if the sole then unsatisfied condition is the Minimum Tender Condition, Merger Sub shall so extend the Offer if and only if the Company shall have delivered to Merger Sub a written request that Merger Sub so extend the Offer (it being agreed that the maximum aggregate number of days that Merger Sub shall be required to extend the Offer pursuant to this proviso is 20 Business Days); provided, further, that Merger Sub shall not be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the earlier of the End Date and the termination of this Agreement in accordance with Article VIII; and provided, further, that Merger Sub shall not (except as provided in the following sentence), without the Company’s prior written consent, extend the Offer if all conditions to the Offer have been satisfied. Merger Sub shall, upon prior written notice to the Company, extend the Offer: (i) for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff NASDAQ or NASDAQ, in any such case that is NYSE applicable to the Offer; Offer or as required by Applicable Law; and (Bii) in the event that any for one or more periods of the conditions to the Offer set forth on Annex Anot more than five Business Days each if, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of at any then scheduled expiration Expiration Date, the Marketing Period has not expired and the proceeds of the Offer, Acquisition Sub shall extend Financing in the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all amount of the conditions to the Offer; and (C) in the event that all of the conditions to the aggregate Offer set forth on Annex A Price have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, received by Parent or Merger Sub as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do sosuch Expiration Date; provided, however, that Merger Sub shall not extend the foregoing clauses Offer pursuant to clause (A), (B) or (Cii) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner sentence for more than one Business Day after the right date of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this AgreementMarketing Period.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York TimeCity time, at the time that is one (1) minute following 11:59 p.m., New York City time, on the date that is twenty (20) Business Days business days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(c)(i) or anything to the contrary set forth in this Agreement, without the consent of the Company: (A) Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that case, which is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on in Annex A, other than II (including the Minimum Condition, are ) have not been satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Offer for successive extension periods of up to ten (10) Business Days business days each (or or, in the case that any longer period as may such ten (10) business day extension would extend beyond the Outside Date, then such extension shall be approved in advance by made only to the Companysecond (2nd) business day prior to the Outside Date) in order to permit further seek to satisfy such conditions (including the satisfaction Minimum Condition); and (C) (1) in the event that (in the case of the initial Financing Extension Notice) all of the conditions to the Offer set forth in Annex II (including (x) the Minimum Condition and (y) the condition set forth in clause (D)(5) of Annex II that the Company shall have furnished Parent with a certificate signed on its behalf of any of the Company’s chairman of the board, its chief executive officer or any individual listed on Section A of the Company Disclosure Letter to the effect that the conditions set forth in clauses (D)(2), (D)(3) and (D)(4) of Annex II have not occurred) have been satisfied or waived as of any then scheduled expiration of the Offer; and , and (C2) in the event that Parent and Acquisition Sub are in compliance in all material respects with their respective covenants and agreements under Section 7.13 and Parent or Acquisition Sub have been and remain unable to obtain proceeds of financing in an amount sufficient (together with any funds available to Parent or Acquisition Sub) to consummate the Transactions on the date on which the Acceptance Time would otherwise occur (such financing, the “Requisite Financing”), Acquisition Sub shall be entitled (A) by written notice from the Chief Executive Officer or Chief Operating Officer of Parent to the Company no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer that certifies that (1) Parent and Acquisition Sub have complied in all material respects with their respective covenants and agreements in Section 7.13, (2) Parent has been and remains unable to obtain the Requisite Financing as of the date that the Acceptance Time would otherwise be required to occur and (3) Acquisition Sub is delivering such notice solely to extend the Offer to obtain the Requisite Financing (such certified written notice, a “Financing Extension Notice”), to extend the Offer to such later time specified by Parent in the Financing Extension Notice (except that in no event shall such extension exceed ten (10) business days and Parent and Acquisition Sub shall not be entitled to extend the expiration to a date that is later than two (2) business days prior to November 18, 2016). Acquisition Sub shall be permitted to deliver multiple Financing Extension Notices to the Company (except that in no event shall any extension pursuant to any such Financing Extension Notice exceed ten (10) business days and Parent shall not be entitled to extend the expiration to a date that is later than two (2) business days prior to November 18, 2016); provided, however, that any such extension shall not be deemed to impair, limit, or otherwise restrict in any manner the right of the Parties to terminate this Agreement pursuant to the terms of Article IX and if, at the time of the applicable expiration date, all of the conditions to the Offer set forth on Annex A II (other than the Minimum Condition) are satisfied, all comments of the SEC or its staff applicable to the Offer or the Offer Documents have been satisfied resolved and no rule, regulation or waived (if permitted hereunder), except that interpretation of the Minimum Condition has not been satisfied, as of any then scheduled expiration of SEC or its staff applicable to the Offer would require Parent or Acquisition Sub to extend the Offer, then Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not only be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in and its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer expiration date beyond the Termination Datethen-existing expiration date for up to two additional periods not to exceed an aggregate of twenty (20) business days to permit the Minimum Condition to be satisfied. (iii) Neither Parent nor Acquisition Sub shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii1.1(c)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Daybusiness day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York TimeCity time, on the date that is twenty (20) Business Days after 20th business day following the date commencement of the Offer is first commenced (within the meaning of determined using Rule 14d-2 promulgated 14d-1(g)(3) under the Exchange Act) (as such date and time may be extended, being the “Initial Offer Expiration TimeDate”). In the event , provided, however, that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and if at the time Initial Offer Expiration Date, any Offer Condition is not satisfied (including the Minimum Tender Condition, but excluding any Offer Conditions that are by their nature to which be satisfied at the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(iAcceptance Time) or anything to the contrary set forth waived in this Agreement: (A) Acquisition compliance with Section 1.01(b), Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not satisfied or waived in compliance with Section 1.01(b), Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to the Outside Date. In addition, Sub shall, and Parent shall cause Sub to, in each case, (x) extend the Offer on one or more occasions for the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or its the staff thereof or NASDAQ, in any such case that is NASDAQ or the staff thereof applicable to the Offer; Offer (B) in the event provided, however, that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood Parent and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant a date subsequent to the terms of Article IX, Outside Date) and in no event shall Acquisition Sub be required to extend (y) unless the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and Top-Up is then-exercisable in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated 1.03, make available a “subsequent offering period” in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this AgreementExchange Act Rule 14d-11.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight12:01 AM, New York Eastern Time, on the day immediately following the date that is twenty (20) Business Days after business days (for this purpose calculated to be the later of (1) such date as is required to comply with Rule 14e-1(a) promulgated under the Exchange Act and (2) such date as is required to comply with Section 4.03 of the Shareholders’ Agreement) from the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”)commenced. In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(d)(i) or anything to the contrary set forth in this Agreement, without the consent of the Company: (A1) Acquisition Sub Purchaser shall extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of any applicable Governmental Entity overseeing the SEC enforcement of Laws relating to tender offers, including the U.S. Securities and Exchange Commission, or its staff or NASDAQ, in any such case that is applicable to Section 4.03 of the Offer;Shareholders’ Agreement; and (B2) without prejudice to its rights under Section 6.1 in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are Conditions have not been satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the OfferOffer (other than those which are only capable of being satisfied as of the Acceptance Time), Acquisition Sub Purchaser shall extend the Offer for successive extension periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions further seek to the Offer; and (C) in the event that all of the conditions to satisfy the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do soConditions; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of the parties Parties to terminate this Agreement pursuant to the terms of Article IXVI; and, provided further, that Purchaser shall comply with any and in no event shall Acquisition Sub be all applicable securities Laws, including providing any and all notices required to extend the Offer beyond the Termination Datebe given in connection with any such extension. (iii) Neither Parent nor Acquisition Sub Purchaser shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall not terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXVI, in which case Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one two (12) Business DayDays) after such termination of this Agreement. (iv) Nothing in this Section 1.1(d) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Parties to terminate this Agreement pursuant to the terms of Article VI.

Expiration and Extension of the Offer. (i) Unless The expiration date and time for the Offer is Offer, as the same may be extended pursuant from time to and time in accordance with this Agreement, is hereinafter referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall be the later of 11:59 p.m. (New York City time) on the twentieth (20th) Business Day following (and including the day of) commencement of the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of determined pursuant to Exchange Act Rule 14d-2 promulgated under the Exchange Act14d-1(g)(3)) (as such date and time may be extended, the “Initial Offer Expiration Time”). In Subject to the event that parties’ respective rights to terminate the Offer is extended Agreement pursuant to Section 8.1 and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or notwithstanding anything to the contrary set forth in this Agreement:, Merger Sub shall (and Parent shall cause Merger Sub to): (Ai) Acquisition Sub shall extend the Offer for any minimum period required by any Law or Order, or any applicable rule, regulation, interpretation or position of the SEC or its the staff thereof or NYSE American (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Per Share Amount) or as may be necessary to resolve any comments of the SEC or the staff or NASDAQNYSE American, in any such case that is each case, as applicable to the Offer;, the Schedule 14D-9 or the Offer Documents; and (Bii) in the event that any of the conditions to the Offer set forth on Annex Aif, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Parent or Merger Sub (to the Offerextent permitted hereunder), Acquisition Sub shall extend the Offer for successive extension periods (x) on one or more occasions in consecutive increments of ten up to five (105) Business Days each (or any such longer or shorter period as the parties hereto may be approved in advance by agree) or (y) if any then-scheduled Offer Expiration Time is five (5) or less Business Days before the Outside Date, until 11:59 p.m., New York City Time, on the day before the Outside Date (or such other date and time as the parties hereto may agree) (each such extension period, an “Additional Offer Period”); provided that, without the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder)’s written consent, except that the Minimum Condition has Merger Sub shall not been satisfied, as of any then scheduled expiration of extend the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company)and without Parent’s prior written consent, it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but mayOffer, in its sole discretioneach case, elect to do sobeyond the earlier of the Outside Date or the valid termination of this Agreement in accordance with Section 8.1; provided, howeverfurther, that notwithstanding the foregoing clauses (A), i) and (B) or (Cii) of this Section 2.1(d)(ii) shall not be deemed to impair2.1(c), limit if, at the Initial Offer Expiration Time or otherwise restrict in the end of any manner the right Additional Offer Period, all of the parties to terminate this Agreement pursuant to Offer Conditions except for the terms of Article IXMinimum Tender Condition are satisfied or have been waived by Parent or Merger Sub in their sole discretion, and in no event Merger Sub shall Acquisition Sub only be required to extend the Offer and its expiration date beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend Initial Offer Expiration Time or such subsequent date upon the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent request of the Company. Company for one or more additional periods of five (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (15) Business DayDays each, not to exceed an aggregate of fifteen (15) after such termination of this AgreementBusiness Days, to permit the Minimum Tender Condition to be satisfied.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this AgreementSection 1.1(e), the Offer shall expire at midnight, New York Eastern Time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extendedextended (the initial expiration date, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement, the “Expiration Date”). (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(e)(i) or anything to the contrary set forth in this Agreement:Agreement (unless Nikola receives the prior written consent of Romeo (which may be granted or withheld in Romeo’s sole discretion)): (A1) Acquisition Sub Purchaser shall (and Nikola shall cause Purchaser to) extend the Offer for any period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC or its staff or of the NYSE or NASDAQ, as applicable, in any such case that case, which is applicable to the Offer, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents or the Form S-4; (B2) in the event that any of the conditions to the Offer set forth on Annex A, (other than the Minimum Condition, the condition set forth in clause E(3) of Schedule B, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) have not been satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Sub Purchaser shall (and Nikola shall cause Purchaser to) extend the Offer for successive extension periods of up to ten (10) Business Days each (or any for such longer period as may be approved in advance agreed by the Company) in order to permit the satisfaction of all of the conditions to the OfferNikola and Romeo); and (C3) in the event that all if as of any then-scheduled expiration of the conditions Offer each condition to the Offer set forth on Annex A have (other than the Minimum Condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied or waived (if permitted hereunder), except that and the Minimum Condition has not been satisfied, as of any then scheduled expiration of the OfferPurchaser shall, Acquisition Sub and Nikola shall cause Purchaser to, extend the Offer for an successive extension period periods of up to ten (10) Business Days each (with the length of each such period being determined in good faith by Nikola) (or any for such longer period as may be approved agreed by Nikola and Romeo in advance by the Companywriting); provided, it being understood that in no event shall Purchaser or Nikola be required to (and agreed that Acquisition Sub Nikola shall not be required to cause Purchaser to) extend the expiration of the Offer pursuant to this clause (C3) on for more than two thirty (230) occasions, but may, Business Days in its sole discretion, elect to do sothe aggregate; provided, howeverthat, that notwithstanding anything to the foregoing clauses (A)contrary in this Agreement, (B1) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of the parties Nikola or Romeo to terminate this Agreement pursuant to the terms of Article IX, Section 8.1 and in no event (2) Purchaser shall Acquisition Sub not be required (and Nikola shall not be required to cause Purchaser) to extend the Offer beyond the Termination End Date. (iii) Neither Parent Nikola nor Acquisition Sub Purchaser shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) this Agreement without the prior written consent of the CompanyRomeo. (iv) Neither Parent Nikola nor Acquisition Sub Purchaser shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXSection 8, in which case Acquisition Sub shall (Purchaser shall, and Parent Nikola shall cause Acquisition Sub Purchaser to) , irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) Nikola shall keep Romeo reasonably informed on a reasonably current basis of the status of the Offer, including with respect to the number of shares of Romeo Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer, and with respect to any material developments with respect thereto and, upon Romeo’s written request (no more often than once per day during the Offer (other than on the date of the then-scheduled expiration of the Offer)), provide Romeo as soon as practicable with the most recent report then available from the Exchange Agent detailing the number of shares of Romeo Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer.

Expiration and Extension of the Offer. (i) Unless The expiration date and time for the Offer is Offer, as the same may be extended pursuant from time to and time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall be 11:59 p.m. (Philadelphia, Pennsylvania time) no later than the twentieth (20th) Business Day following (and including the day of) commencement of the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer is first commenced Expiration Time at any time with the Company’s written consent. Merger Sub may (within in its sole discretion), without the meaning of Rule 14d-2 promulgated under the Exchange ActCompany’s consent, (i) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its the staff thereof or NASDAQ, in any such case that is Nasdaq or NYSE applicable to the Offer; Offer (Bincluding in order to comply with Exchange Act Rule 14e-1(b) in the event that respect of any of the conditions to change in the Offer set forth on Annex APrices) or (ii) if, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the OfferOffer Expiration Time, Acquisition Sub shall any Offer Condition is not satisfied and has not been waived, extend the Offer for successive extension periods on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer period as the parties hereto may be approved in advance by agree), until such time as all Offer Conditions are satisfied or waived; provided, however, that, without the Company) in order to permit ’s written consent, Merger Sub shall not extend the satisfaction of all Offer beyond the earlier of the conditions to End Date and the Offer; and (C) in termination of this Agreement. Without limiting the event that all rights of the conditions parties to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder)terminate this Agreement pursuant to and in accordance with Article 8, except that the Minimum Condition has not been satisfiedif, as of any then scheduled expiration Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in accordance with this Agreement, Merger Sub shall, at the written request of the OfferCompany, Acquisition Sub shall extend the Offer for an extension period Expiration Time on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer period as the parties hereto may be approved in advance by the Companyagree), it being understood and agreed until such time as all Offer Conditions are satisfied or waived; provided, however, that Acquisition Merger Sub shall not be required to extend the Offer pursuant to beyond the earlier of the End Date and the termination of this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do soAgreement; provided, howeverfurther, that that, if the foregoing clauses (A)Minimum Tender Condition is the sole then unsatisfied Offer Condition as of any Offer Expiration Time, (B) or (C) of this Section 2.1(d)(ii) so long as the Minimum Tender Condition remains as the sole unsatisfied Offer Condition, Merger Sub shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub only be required to extend the Offer beyond the Termination Date. Expiration Time for additional periods not to exceed an aggregate of sixty (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (160) Business Day) after such termination of this AgreementDays.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight (iEastern time) Unless on the later of (x) the 20th business day following the commencement of the Offer and (y) January 25, 2011 (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer “Expiration Date”), and Parent shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date not terminate or withdraw the Offer is first commenced (within other than in connection with the meaning effective termination of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and this Agreement in accordance with this Agreement, then the Offer shall expire on the date and at the time Article IX or pursuant to which the Offer has been so extended. (ii) Section 1.1(f). Notwithstanding the provisions foregoing, Parent may, without receiving the consent of Section 2.1(d)(ithe Company, (i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer Expiration Date for any period required by any Law the Securities Laws or Order, or any rule, regulation, interpretation or position the rules and regulations of the SEC or its staff or NASDAQ, in any such case that is New York Stock Exchange (the “NYSE”) applicable to the Offer; Offer (Bit being agreed and understood that if Parent increases the Offer Price, it shall be required to extend the Expiration Date for the minimum period required under the Securities Laws) or (ii) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided that, in accordance with Rule 14d-11 under the Exchange Act, Parent shall immediately accept for payment and promptly (and in any event within three (3) business days) pay for all Shares tendered during any such subsequent offering period. In addition, Parent shall, if requested by the Company, make available a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided, that Parent shall not be required to make available such subsequent offering period in the event that any that, prior to the commencement of such subsequent offering period, Parent then holds of record more than 90% of the conditions outstanding Shares. So long as this Agreement has not been terminated pursuant to Article IX or the Offer set forth on Annex Ahas not been terminated pursuant to Section 1.1(f) (and subject to each party’s rights to terminate this Agreement pursuant to Article IX), other than if at any scheduled Expiration Date, the Minimum Condition, are Tender Offer Conditions shall not have been satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offerearlier waived, Acquisition Sub Parent shall extend the Offer for successive extension periods of ten and the Expiration Date to a date that is not more than five (105) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offerbusiness days after such previously scheduled Expiration Date; and (C) in the event provided, however, that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub Parent shall not be required to extend the Offer pursuant and the Expiration Date to this clause (C) on more a date later than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) Termination Date. Nothing contained herein shall not be deemed to impair, limit or otherwise restrict in any manner affect the Company’s right of the parties to terminate this Agreement pursuant to the terms of Article IX, Sections 9.2 and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and 9.3 in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination terms thereof. For purposes of this Agreement, the term “business day” shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Timeeastern standard time, on the date that is twenty (20) 20 Business Days (calculated in accordance with Section 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”)commenced. In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i2.1(e)(i) or anything to the contrary set forth in this Agreement:, unless Belpointe PREP receives the prior written consent of Belpointe REIT (which may be granted or withheld in its sole discretion): (A) Acquisition Merger Sub shall (and Belpointe PREP shall cause Merger Sub to) extend the Offer for any period required by any Law or Orderlaw, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQstaff, in any such case that case, which is applicable to the Offer, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the Offer or Form S-4; (B) in the event that any of the conditions to the Offer set forth on Annex A, (other than the Minimum Condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer) have not been satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Merger Sub shall (and Belpointe PREP shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) up to 10 Business Days each (or any for such longer period as may be approved in advance agreed by the CompanyBelpointe PREP and Belpointe REIT) in order to permit the satisfaction of all or valid waiver of the conditions to the OfferOffer (other than the Minimum Condition); and (C) in the event that all if as of any then-scheduled expiration of the conditions Offer each condition to the Offer set forth on Annex A have (other than the Minimum Condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied or waived (if permitted hereunder), except that and the Minimum Condition has not been satisfied, as Merger Sub may, and, at the request in writing of any then scheduled expiration of the OfferBelpointe REIT, Acquisition Merger Sub shall (and Belpointe PREP shall cause Merger Sub to), extend the Offer for an successive extension period periods of ten (10) up to 10 Business Days each (with the length of each such period being determined in good faith by Belpointe PREP) or any for such longer period as may be approved in advance agreed by the Company), it being understood Belpointe PREP and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do soBelpointe REIT; provided, however, that that, notwithstanding anything to the foregoing clauses (A)contrary in this Agreement, (B) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties Parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent Belpointe PREP nor Acquisition Merger Sub shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii2.1(e)(ii) without the prior written consent of the CompanyBelpointe REIT. (iv) Neither Parent Belpointe PREP nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Merger Sub shall (and Parent Belpointe PREP shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless Subject to the terms and conditions set forth in the Offer is extended pursuant to and in accordance with this AgreementDocuments, the Offer shall expire at remain open until midnight, New York TimeCity time, on at the date that is twenty end of the twentieth (2020th) Business Days after the date the Offer is first commenced Day (within the meaning of calculated in accordance with Rule 14d-2 promulgated 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Time”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(c), or as such date and time may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Time, or, to the extent applicable, such later time and date to which the Offer has been extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub Purchaser shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its the staff thereof or NASDAQ, in any such case that is NASDAQ applicable to the Offer; Offer (Bincluding in order to comply with Rule 14e-1(b) under the Exchange Act in respect of any change in the event that any of the conditions Offer Price). Notwithstanding anything to the Offer set forth on Annex Acontrary contained in this Agreement, other than but subject to the Minimum Conditionparties’ respective termination rights under Article 7, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration Expiration Time, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, Purchaser may, in its sole discretion (and without the consent of the OfferCompany or any other Person), Acquisition Sub shall extend the Offer for successive extension periods on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer period as the parties hereto may be approved agree in advance by writing), until such time as all Offer Conditions are satisfied or waived; provided, however, that, without the Company) in order to permit ’s written consent, Purchaser shall not extend the satisfaction of all Offer beyond the earlier of the conditions to Outside Date and the Offer; and termination of this Agreement in accordance with Section 7.1. If, (CA) in as of any scheduled Expiration Time, any Offer Condition (other than the event that Minimum Condition) is not satisfied and has not been waived by Parent or Purchaser or (B) as of any scheduled Expiration Time, all Offer Conditions (exclusive of the conditions to the Offer set forth on Annex A Minimum Condition) have been satisfied or waived by Parent or Purchaser, then on every occasion under clause (if permitted hereunderA) and on not more than two (2) occasions under clause (B), except that in each case at the Minimum Condition has not been satisfied, as of any then scheduled expiration request of the OfferCompany, Acquisition Sub Purchaser shall extend the Offer for an extension additional period of ten (10) Business Days (or any such longer or shorter period as the parties hereto may agree in writing) to permit such Offer Condition(s) to be approved in advance by satisfied; provided, however, that, without the Company)’s prior written consent, it being understood Purchaser shall not extend the Offer, and agreed that Acquisition Sub without Purchaser’s prior written consent, Purchaser shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but mayOffer, in its sole discretion, elect to do so; provided, however, that each case beyond the foregoing clauses (A), (B) or (C) earlier of the Outside Date and the termination of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company7.1. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, one minute after 11:59 p.m. Eastern Time on the date that is twenty (20) Business Days after the date the Offer is first commenced business days (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) from the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date and time may be extendedor such subsequent date and time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an extension period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (ii) subject to Purchaser’s right to terminate the Offer and pursue the Merger in connection with an Offer Termination pursuant to Section 1.1(d), (A) if, as of the then-scheduled Expiration Date, any Offer Condition (other than (x) the Offer Condition set forth in this Agreement: clause (Af) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; Annex I and (By) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are ) is not satisfied and has not been waived by Purchaser or waived (if permitted hereunder) as of any then scheduled expiration of Parent, to the Offerextent waivable by Purchaser or Parent, Acquisition Sub upon the Company’s written request, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order business days per extension, to permit the satisfaction of all such Offer Condition to be satisfied, (B) if, as of the conditions to then-scheduled Expiration Date, the Offer; and Minimum Condition is not satisfied but all other Offer Conditions (C) in the event that all of the conditions to other than the Offer Condition set forth on in clause (f) of Annex A I) have been satisfied or waived (if permitted hereunder)waived, except that at the Minimum Condition has not been satisfied, as of any then scheduled expiration written request of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on up to two (2) occasions for an extension additional period of up to ten (10) Business Days business days per extension, to permit the Minimum Condition to be satisfied and (or any longer period as may be approved in advance by the Company)C) Purchaser shall, it being understood and agreed that Acquisition Sub Parent shall not be required to cause Purchaser to, extend the Offer pursuant from time to this clause (C) on more than two (2) occasionstime for any period required by any Legal Requirement, but mayany interpretation or position of the SEC, in its sole discretion, elect the staff thereof or NASDAQ applicable to do sothe Offer; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; provided that, in each case, the extensions contemplated by this Section 1.1(c) shall be subject to Purchaser’s right to terminate the Offer and pursue the Merger in connection with an Offer Termination Date. pursuant to Section 1.1(d). Except (i) as provided in Section 1.1(d), (ii) in the event that this Agreement is terminated pursuant to Section 8 or (iii) Neither Parent nor Acquisition Sub shall if Purchaser is not obligated to extend the Offer as provided in this Section 1.1(c), Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) scheduled Expiration Date without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at 11:59 p.m. Eastern Time on the twentieth (i20th) Unless Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” such date or such subsequent date and time to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 7.01: (Ai) Acquisition Sub if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall extend the Offer from time to time for any period required by any Law Law, any rule or Order, or any rule, regulation, interpretation or position regulation of the SEC or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 7.01 and (y) the Outside Date. ; or (iii2) Neither Parent nor Acquisition Sub shall be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub . Purchaser shall not terminate the Offer, or withdraw permit the Offer to expire, prior to any scheduled Expiration Date without the then scheduled expiration prior written consent of the Offer unless Company except in the event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreementpursuant to Section 7.01.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnightone minute following 11:59 p.m., New York Eastern Time (the “Offer Expiration Time”), on the date that is twenty (20) Business Days after following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and pursuant to Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is first commenced (within extended in accordance with the meaning terms of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extendedthis Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for any an additional period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable up to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each per extension (or any longer the length of such period as may to be approved in advance determined by the Company) in order Purchaser), to permit the satisfaction of all of the conditions such Offer Condition to the Offerbe satisfied; and (Cii) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub Purchaser shall extend the Offer for an extension from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or the New York Stock Exchange applicable to the Offer (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act in respect of any change in the Offer Price); and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any longer period foreign Antitrust Law in a jurisdiction identified in Part 6.2(c) of the Company Disclosure Schedule shall have expired or been terminated; and (iii) if, as may be approved in advance by of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company), it being understood and agreed that Acquisition Sub Purchaser shall not be required to extend the Offer pursuant on one or more occasions for an additional period of up to this clause ten (C10) on more than two Business Days per extension (2) occasionsthe length of such period to be determined by Purchaser), but may, in its sole discretion, elect to do sopermit such Offer Condition to be satisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and (y) the first Business Day immediately following the End Date. ; or (iii2) Neither Parent nor Acquisition Sub shall be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub . Purchaser shall not terminate or withdraw the Offer prior to any scheduled Expiration Date without the then scheduled expiration prior written consent of the Offer unless Company except in the event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreementpursuant to Section 8.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, at the end of the day on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Commencement Date determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) Act (as such date and time may be extended, the “Expiration Time”)) unless otherwise agreed to in writing by the Parent and the Company. In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(c)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Merger Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer;; and (B) in the event that the Minimum Condition or any of the other conditions to the Offer set forth on Annex A, other than the Minimum Condition, A are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Merger Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (CB) of this Section 2.1(d)(ii1.1(c)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to and in accordance with the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination DateVIII. (iii) Neither Parent nor Acquisition Merger Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii1.1(c)(ii) without the prior written consent of the Company. (iv) Notwithstanding any provision in this Agreement to the contrary, in no event shall Parent or Merger Sub extend the offer beyond the Termination Date without the prior written consent of the Company. (v) Neither Parent nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXVIII, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more later than one (1) Business Day) after such termination of this Agreement. (vi) If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VIII, prior to the acceptance for payment of Company Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return or cause to be returned all tendered Company Shares to the registered holders thereof.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at midnight12:01 a.m., New York Eastern Time, on the date that is twenty twenty-first (2021st) Business Days after the date the Offer is first commenced business day (within the meaning of for this purpose determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) under the Exchange Act) following the date of commencement of the Offer (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date and time may be extendedor such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition Sub if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer for any from time to time for: (A) the minimum period required by any Law or Order, or any rule, regulationLaw, interpretation or position of the SEC or its staff or NASDAQNASDAQ or its staff, in any such case that is each case, applicable to the Offer; ; and (B) in periods of up to fifteen (15) business days per extension, until any waiting period (and any extension thereof) applicable to the event that any consummation of the conditions to Offer under, if applicable, foreign Antitrust Laws shall have expired or been terminated, and all consents, approvals or clearances under foreign Antitrust Laws shall have been obtained, in those jurisdictions identified in Schedule 6.2(b); and (iii) if, as of the scheduled Expiration Date, any Offer set forth on Annex A, other than the Minimum Condition, are Condition is not satisfied or waived (if permitted hereunder) as of any then scheduled expiration and has not been waived, at the request of the OfferCompany, Acquisition Sub Purchaser shall extend the Offer on one occasion for successive extension periods an additional period of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order business days, to permit the satisfaction of all of the conditions such Offer Condition to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been be satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date. ; or (iii2) Neither Parent nor Acquisition Sub shall be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement, unless this Agreement has been terminated in accordance with its terms: (A) Acquisition Sub shall extend the Offer for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall may (and, if requested by the Company, shall) extend the Offer for successive extension periods of ten up to fifteen (1015) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; provided, however, that Acquisition Sub shall be required to extend the Offer pursuant to this clause (B) only if such condition or conditions are capable of being satisfied on or before the Termination Date; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole and absolute discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer without the prior written consent of the Company or unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnightmidnight (i.e., one minute after 11:59pm), New York Time, on the date that is twenty (20) 20 Business Days after (and including the date day of) the Offer is first commenced Commencement Date (within such date and time prior to giving effect to any extensions thereto, the meaning of Rule 14d-2 promulgated under the Exchange Act) (“Original Expiration Time” , and as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(c)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Merger Sub shall extend the Offer for any period required by any Law or Order, or including any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; provided that the Parent Entities shall not take or omit from taking any action that would be reasonably expected to cause an extension to be so required, without the prior written consent of the Company; (B) in the event that any of the conditions to the Offer set forth on Annex A, A other than the Minimum Condition, Condition or any conditions that by their nature are to be first satisfied at the expiration of the Offer are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Merger Sub shall shall, at the written request of the Company, extend the Offer for successive extension periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and; (C) in the event that all of the conditions to the Offer set forth on Annex A other than any conditions that by their nature are to be first satisfied at the expiration of the Offer have been satisfied or waived (if permitted hereunder), except that but the Minimum Condition has not been satisfied, satisfied as of any then then-scheduled expiration of the Offer, Acquisition Merger Sub shall may extend the Offer for an extension one period of not more than ten (10) Business Days and thereafter shall, at the written request of the Company, extend the Offer for successive periods of up to ten Business Days each (or any longer such other period as may be approved in advance mutually agreed by the CompanyCompany and Parent), it being understood and agreed provided that Acquisition in no event shall Merger Sub shall not be required to extend the expiration of the Offer pursuant beyond the Termination Date; and (D) if, at the then-scheduled Expiration Time, the Company, on the one hand, or any Parent Entity, on the other hand, brings or shall have brought any Action in accordance with Section 9.11 to enforce specifically the performance of the terms and provisions of this clause Agreement by the other parties, the Expiration Time shall be extended (Cx) on more than two for the period during which such Action is pending or (2y) occasionssuch other time period established by the court presiding over such Action, as the case may be, but mayin any event, not past the Termination Date or the date of valid termination of this Agreement in accordance with its sole discretion, elect to do soterms; provided, however, that the foregoing clauses (A), (B), (C) or (CD) of this Section 2.1(d)(ii1.1(c)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to and in accordance with the terms of Article IXVIII. (iii) Notwithstanding any provision in this Agreement to the contrary, and in no event shall Acquisition Sub be required to any of the Parent Entities extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) Date without the prior written consent of the Company. (iv) Neither The Parent nor Acquisition Sub Entities shall not terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXVIII, in which case Acquisition Merger Sub shall (and Top Parent, Parent and BBX Intermediate shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VIII, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Top Parent, Parent and BBX Intermediate shall cause Merger Sub to, promptly return or cause to be returned all tendered Shares to the registered holders thereof.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Timeeastern standard time, on the date that is twenty the twentieth (2020th) Business Days after the date the Offer is first commenced business day (within the meaning of for this purpose calculated in accordance with Section 14d-1(g) (3) and Rule 14d-2 14e-1(a) promulgated under the Exchange Act) (as such date and time may be extended, after the “Expiration Time”)Offer Date. In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(f)(i) or anything to the contrary set forth in this Agreement, unless Parent receives the prior written consent of the Company (which may be granted or withheld in its sole discretion) to not take any of the following actions: (A) Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC or its staff or of the NASDAQ, in any such case that case, which is applicable to the Offer or the Merger, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the Offer, the Offer Documents or the Form S-4; (B) in if as of any then-scheduled expiration of the event that Offer any of the conditions to the Offer set forth on Annex A, (other than the Minimum Condition, and other than any such conditions that by their nature are not to be satisfied or waived (if permitted hereunder) as of any then scheduled at the expiration of the OfferOffer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such time)) have not been satisfied or validly waived, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive extension periods of up to ten (10) Business Days business days each (or any for such longer or shorter period as may be approved in advance agreed by Parent and the Company) in order to permit the satisfaction or valid waiver of all of the such conditions to the Offer; and (C) in the event that all if as of any then-scheduled expiration of the conditions Offer each condition to the Offer set forth on Annex A have (other than the Minimum Condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (if such conditions would be satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied or validly waived (if permitted hereunder), except that and the Minimum Condition has not been satisfied, as of any then scheduled expiration Purchaser may, and, at the request in writing of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for an successive extension period periods of up to ten (10) Business Days business days each (with the length of each such period being determined in good faith by Parent) (or any for such longer period or shorter as may be approved in advance agreed by Parent and the Company), it being understood and agreed ; provided that Acquisition Sub in no event shall not Purchaser or Parent be required to extend the expiration of the Offer pursuant to this clause (C) on for more than two forty (240) occasions, but may, business days in its sole discretion, elect to do sothe aggregate for any extensions specifically provided by this Section 1.1(f)(ii)(C); provided, however, that that, notwithstanding anything to the foregoing clauses (A)contrary in this Agreement, (Bx) or (C) of any such extension pursuant to this Section 2.1(d)(ii1.1(f)(ii) shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of the parties Parties to terminate this Agreement pursuant to the terms of Article IX, ; and in no event (y) Purchaser shall Acquisition Sub not be required (and Parent shall not be required to cause Purchaser) to extend the Offer beyond the Termination Outside Date. (iii) Neither Parent nor Acquisition Sub Purchaser shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii1.1(f)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub Purchaser shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub Purchaser to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Daybusiness day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this AgreementSection 1.1(e), the Offer shall expire at midnight, New York Eastern Time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extendedextended (the initial expiration date, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement, the “Expiration Date”). (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(e)(i) or anything to the contrary set forth in this Agreement:Agreement (unless Parent receives the prior written consent of the Company (which may be granted or withheld in the Company’s sole discretion)): (A) Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQof the NYSE, in any such case that case, which is applicable to the Offer, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents or the Form S-4; (B) in the event that any of the conditions to the Offer set forth on Annex A, (other than the Minimum Condition, the condition set forth in clause (F)(3) of Annex C, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) have not been satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive extension periods of up to ten (10) Business Days each (or any for such longer period as may be approved in advance agreed by Parent and the Company) in order to permit the satisfaction of all of the conditions to the Offer); and (C) in the event that all if as of any then-scheduled expiration of the conditions Offer each condition to the Offer set forth on Annex A have (other than the Minimum Condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied or waived (if permitted hereunder), except that and the Minimum Condition has not been satisfied, as of any then scheduled expiration Purchaser may, and, at the request in writing of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for an successive extension period periods of up to ten (10) Business Days each (with the length of each such period being determined in good faith by Parent) (or any for such longer period as may be approved agreed by Parent and the Company in advance by the Companywriting); provided, it being understood that in no event shall Purchaser or Parent be required to (and agreed that Acquisition Sub Parent shall not be required to cause Purchaser to) extend the expiration of the Offer pursuant to this clause (C) on (i) if (x) the Minimum Condition is not satisfied by a number of shares of Company Common Stock that is equal to or less than the aggregate number of shares of Company Common Stock held or beneficially owned by any Stockholders (as defined in the Letter Agreement) that have not been tendered, or have been tendered but validly withdrawn, in the Offer as of such time and (y) as of such time the Stockholders whose untendered shares of Company Common Stock are necessary to satisfy the Minimum Condition are not using good faith and diligent efforts to tender the necessary shares of Company Common Stock into the Offer, or (ii) for more than two twenty (220) occasions, but may, Business Days in its sole discretion, elect to do sothe aggregate; provided, howeverthat, that notwithstanding anything to the foregoing clauses (A)contrary in this Agreement, (B1) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of Parent or the parties Company to terminate this Agreement pursuant to the terms of Article IX, Section 9.1 and in no event (2) Purchaser shall Acquisition Sub not be required (and Parent shall not be required to cause Purchaser) to extend the Offer beyond the Termination Outside Date. (iii) Neither Parent nor Acquisition Sub Purchaser shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) this Agreement without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub Purchaser shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub Purchaser to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) Parent shall keep the Company reasonably informed on a reasonably current basis of the status of the Offer, including with respect to the number of shares of Company Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer, and with respect to any material developments with respect thereto and, upon the Company’s written request (no more often than once per day during the Offer (other than on the date of the then-scheduled expiration of the Offer)), provide the Company as soon as practicable with the most recent report then available from the Exchange Agent detailing the number of shares of Company Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer; provided that Parent’s obligations, actions or inactions pursuant to this Section 1.1(e)(v) shall be deemed excluded for purposes of determining whether Parent or the Company may terminate this Agreement pursuant to Section 9.1.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such The expiration date and time for the Offer, as the same may be extendedextended from time to time, is hereinafter referred to as the “Offer Expiration Time”.” The initial Offer Expiration Time shall be one minute after 11:59 p.m. (New York City time) on the twentieth (20th) Business Day following (and including the day of) commencement of the Offer (determined pursuant to Exchange Act Rule 14d-1(g)(3)). In Subject to the event that parties’ respective rights to terminate the Offer is extended Agreement pursuant to Section 8.01 and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or notwithstanding anything to the contrary set forth in this Agreement: (Ai) Acquisition Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any Law or Order, or any applicable rule, regulation, interpretation or position of the SEC or its the staff thereof or Nasdaq (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or as may be necessary to resolve any comments of the SEC or the staff or NASDAQNasdaq, in any such case that is each case, as applicable to the Offer;, the Schedule 14D-9 or the Offer Documents; and (Bii) in the event that any of the conditions to the Offer set forth on Annex Aif, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Parent or Merger Sub (to the Offerextent permitted hereunder), Acquisition Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer or shorter period as the parties hereto may be approved in advance by the Companyagree) in order to permit the satisfaction of all of such Offer Conditions; provided, that, without the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder)Company’s written consent, except that the Minimum Condition has Merger Sub shall not been satisfied, as of any then scheduled expiration of extend the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company)and without Parent’s prior written consent, it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but mayOffer, in its sole discretion, elect to do so; provided, however, that each case beyond the foregoing clauses (A), (B) earlier of the End Date or (C) the valid termination of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company8.01. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, one minute after 11:59 p.m. Eastern Time on the date that is twenty 20 business days (20determined as set forth in Rule 14d-1(g)(3) Business Days after the date the Offer is first commenced (within the meaning of and Rule 14d-2 promulgated 14e-1(a) under the Exchange Act) following the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition Sub if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for additional periods of up to 10 business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for any period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in accordance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at midnight12:01 a.m., New York Eastern Time, on the date that is twenty 21st Business Day (20for this purpose determined as set forth in Rule 14d-1(g)(3) Business Days after the date the Offer is first commenced (within the meaning of and Rule 14d-2 promulgated 14e-1(a) under the Exchange Act) following the commencement date of the Offer (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date and time may be extendedor such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition Sub if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder and under applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to 10 Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer for any from time to time for: (A) the minimum period required by any Law or Order, or any rule, regulationLaw, interpretation or position of the SEC or its staff or NASDAQan applicable stock exchange or its staff, in any such case that is each case, applicable to the Offer; , and (B) in periods of up to 20 Business Days per extension, until any waiting period (and any extension thereof) applicable to the event that any consummation of the conditions to Offer under the HSR Act or any applicable foreign Antitrust Laws shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer set forth on Annex A, other than the Minimum Condition, are Condition is not satisfied or waived (if permitted hereunder) as of any then scheduled expiration and has not been waived, at the request of the OfferCompany, Acquisition Sub Purchaser shall extend the Offer on one or more occasions for successive extension periods an additional period of ten (10) up to 10 Business Days each (or any longer period as may be approved in advance by the Company) in order per extension, to permit the satisfaction of all of the conditions such Offer Condition to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been be satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub Purchaser shall not, and Parent shall not be required to cause Purchaser to, extend the Offer pursuant to this clause (Ciii) on more than two (2) occasionsoccasions only if all Offer Conditions other than the Minimum Condition are satisfied on the date on which the Offer is scheduled to expire, but may, in its sole discretion, elect to do sothe Minimum Condition is not satisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date. ; or (iii2) Neither Parent nor Acquisition Sub shall be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, one minute after 11:59 p.m. Eastern Time on the date that is twenty (20) Business Days after the date the Offer is first commenced business days (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition Sub if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for additional periods of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for any period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in accordance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time, is hereinafter referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall be scheduled to expire at one minute following 11:59 p.m. (iNew York City time) Unless on the twentieth (20th) Business Day following the commencement of the Offer is extended (determined pursuant to Exchange Act Rule 14d-1(g)(3)); provided that the Offer Expiration Time shall not be prior to July 1, 2020 and in accordance with this Agreementif such twentieth (20th) Business Day is a date prior to July 1, 2020, the Offer Expiration Time shall expire at midnightbe the first Business Day on or after July 1, New York Time, on 2020. Subject to the date that is twenty (20) Business Days after parties’ respective rights to terminate the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended Agreement pursuant to Section 8.01 and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or notwithstanding anything to the contrary set forth in this Agreement:, Merger Sub shall (and Parent shall cause Merger Sub to): (Ai) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any applicable rule, regulation, interpretation or position of the SEC or its the staff thereof or Nasdaq (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Per Share Amount) or as may be necessary to resolve any comments of the SEC or the staff or NASDAQNasdaq, in any such case that is each case, as applicable to the Offer;, the Schedule 14D-9 or the Offer Documents; and (Bii) in the event that any of the conditions to the Offer set forth on Annex Aif, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Parent or Merger Sub (to the Offerextent permitted hereunder), Acquisition Sub shall extend the Offer for successive extension periods (x) on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer or shorter period as the parties hereto may be approved in advance by the Companyagree) in order to permit the satisfaction of all of the conditions to the Offer; and or (Cy) in the event that all of the conditions to the if any then-scheduled Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of Expiration Time is ten (10) or fewer Business Days before the End Date, until 11:59 p.m., New York City time, on the day before the End Date (or any longer period such other date and time as the parties hereto may be approved in advance by agree); provided that, without the Company)’s written consent, it being understood Merger Sub shall not extend the Offer, and agreed that Acquisition without Parent’s prior written consent, Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall not be required to cause Acquisition Sub toMerger Sub) irrevocably and unconditionally terminate to extend the Offer promptly (but Offer, in no event more than one (1) Business Day) after such each case, beyond the earlier of the End Date or the valid termination of this AgreementAgreement in accordance with Section 8.01.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days business days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQthe NYSE MKT, in any such case that which is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for such number of successive extension periods of not more than ten (10) Business Days each (the length of such period to be determined by Acquisition Sub), or any longer period as may be that is approved in advance by the Company) parties, in order to permit the satisfaction of all of the conditions to the Offer, it being understood and agreed that Acquisition Sub shall not be required to extend the Offer beyond the Outside Date; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of up to ten (10) Business Days (Days, or any longer period as may be that is approved in advance by the Company)parties, it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two one (21) occasionsoccasion, but may, in its sole discretion, elect to do so, and shall not in any event be required to extend the Offer beyond the Outside Date; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither LKQ, Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither LKQ, Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and LKQ and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York TimeCity time, on the date that is twenty later of (20x) Business Days after the date 20th business day following the commencement of the Offer is first commenced (within the meaning of determined using Rule 14d-2 promulgated 14d-1(g)(3) under the Exchange Act) and (as y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer for ten (10) business days; provided, further, that if the only Offer Condition not satisfied at such time is the Financing Proceeds Condition, then such Initial Offer Expiration Date may be extended, at Parent’s option, for less than ten (10) business days. Thereafter, if at any then scheduled expiration of the “Expiration Time”). In the event that Offer, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer is extended pursuant on one or more occasions, in consecutive increments of up to and in accordance with this Agreementfive (5) business days (or such longer period as the Parties may agree) each; provided, however, if the Proxy Statement Clearance Date has occurred on or prior to November 24, 2010, then no such extension shall be required after November 24, 2010; provided, further, however, if the Offer shall expire Proxy Statement Clearance Date has not occurred on or prior to November 24, 2010, then either Parent or the date Company may request, and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition upon such request, Sub shall extend the Offer in increments of up to five (5) business days (or such longer period as the Parties may agree) each until the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect the Company’s right to terminate this Agreement pursuant to Section 9.01(g) in accordance with the terms thereof. ‘‘Proxy Statement Clearance Date” means the date on which the SEC has, orally or in writing, confirmed that it has no further comments on the Proxy Statement, including the first date following the tenth calendar day following the filing of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement. In addition, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or its the staff or NASDAQ, in any such case that is thereof applicable to the Offer; (B) in the event ; provided, however, that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer beyond the Outside Date and such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(f). The last date on which the Offer is required to be extended pursuant to this clause Section 1.01(d) is referred to as the “Offer End Date” (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, it being understood that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) under no circumstances shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer End Date occur prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXNovember 24, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement2010).

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnightone minute after 11:59 p.m., New York Time, Eastern Time on the date that is twenty (20) Business Days after the date the Offer is first commenced business days (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) Acquisition Sub shall extend the Offer for any minimum period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is rules and regulations of the NASDAQ applicable to the Offer; ; and (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of up to ten (10) Business Days each business days per extension, until any waiting period (or and any longer period as may be approved in advance by extension thereof) applicable to the Company) in order to permit the satisfaction of all consummation of the conditions to Offer under the OfferHSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; and and (Ciii) in the event that all if, as of the conditions to the scheduled Expiration Date, any Offer set forth on Annex A have been Condition is not satisfied or waived (if permitted hereunder), except that the Minimum Condition and has not been satisfiedwaived, as of any then scheduled expiration at the request of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an extension additional period of up to ten (10) Business Days (or any longer period as may business days per extension, to permit such Offer Condition to be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do sosatisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); (2) be permitted to extend the Offer in any manner beyond the Extension Deadline without the prior written consent of the Company; or (3) be required to extend the Offer beyond the then existing Expiration Date for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) business days (provided that each such period will be ten (10) business days unless the Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than pursuant the Minimum Condition. Purchaser shall not terminate the Offer, or permit the Offer to and in accordance with expire, prior to the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall be 12:00 midnight (New York City time) on the twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the parties’ rights to terminate this Agreement pursuant to Article IX and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition and the Super-Majority of the Minority Tender Condition), Merger Sub shall (and AcquisitionCo shall cause Merger Sub to) (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its the staff or NASDAQ, in any such case that is thereof applicable to the Offer; , and (Bii) in if, on the event that initial expiration date or any subsequent date as of the conditions to which the Offer set forth on Annex Ais scheduled to expire, other than the Minimum Condition, are any Offer Condition shall not have been satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offerwaived, Acquisition Sub shall extend the Offer for successive extension periods on one or more occasions in consecutive increments of ten up to five (105) Business Days each (or any such longer period as the parties hereto may be approved in advance by the Companyagree) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A until such time as each such condition shall have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do sowaived; provided, however, that the foregoing clauses (A), (B1) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Merger Sub be required to extend the Offer beyond the Termination Date. Outside Date or the valid termination of this Agreement in accordance with Article IX, (iii2) Neither Parent nor Acquisition if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition and/or the Super-Majority of the Minority Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be required to extend the Offer in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the aggregate (or such other period as the parties hereto may agree), (3) Merger Sub may extend the Offer for up to five (5) Business Days in order to determine whether the Offer Condition set forth in clause (d) of Exhibit A has been satisfied, and (4) Merger Sub shall extend the Offer in any manner other than pursuant to and if requested by the Special Committee, or may extend the Offer at its election, in accordance with the provisions last sentence of Section 2.1(d)(ii7.02(c) without for the prior written consent number of the Company. (iv) Neither Parent nor Acquisition Business Days provided therein. The Offer shall not be extended by Merger Sub shall terminate or withdraw the except as specifically provided in this Section 2.01(c). The Offer may not be terminated prior to the then scheduled its expiration of the Offer date (as such expiration date may be extended and re-extended in accordance with this Section 2.1(c)) unless this Agreement is validly terminated in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled expiration thereof, in which case Acquisition Merger Sub shall (and Parent AcquisitionCo shall cause Acquisition Merger Sub to) promptly (and in any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this AgreementOffer.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York TimeCity time, on the date that is twenty the later of (201) thirty Business Days after the date of this Agreement and (2) twenty Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) Act (as such the initial expiration date, or any subsequent date and time may be extended, the “Expiration Time”). In the event that to which the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) “Expiration Date”). Notwithstanding the provisions first sentence of this Section 2.1(d)(i2.1(e), (i) or anything to the contrary set forth in this Agreement: (A) Acquisition Merger Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation rule or position regulation of the SEC or its staff or NASDAQ, in any such case NASDAQ that is applicable to the Offer; , (Bii) in the event that any if all of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, Conditions are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration Expiration Date of the Offer, Acquisition Merger Sub shall may and, if requested in writing by the Company, Merger Sub shall, extend the Offer for successive extension periods of up to ten (10) Business Days each (or any such longer period as the parties may be approved in advance by agree) until the CompanyOffer Conditions are satisfied or waived, and (iii) in order to permit if upon the satisfaction acceptance of, and payment for, all shares of all of the conditions to the Offer; and (C) in the event that all of the conditions Company Common Stock validly tendered and not withdrawn pursuant to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration Expiration Date, Parent and Merger Sub collectively would not beneficially own at least 90% of the Offershares of Company Common Stock, Acquisition then Merger Sub shall may, without the consent of the Company, extend the Offer for an successive extension period periods of up to ten (10) Business Days each (or any such longer period as the parties may be approved in advance by the Companyagree), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (Ai), (Bii) or (Ciii) of this Section 2.1(d)(ii2.1(e) shall not (x) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to Article X, (y) require the terms extension of Article IXthe Offer if such extension is prohibited by any Law or Order or any rule or regulation of the SEC or the NASDAQ, and in no event shall Acquisition any such case which is applicable to the Offer or (z) require Merger Sub be required to extend the Offer beyond the Termination Date. (iii) Outside Date or at any time Merger Sub or Parent is then permitted to terminate this Agreement pursuant to Article X. Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXX, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. Notwithstanding anything to the contrary in this Section 2.1(e), if this Agreement is terminated pursuant to Section 10.1, then Merger Sub shall promptly (and, in any event, within two Business Days of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 10.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof to the extent required by the terms of the Offer.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this AgreementSection 3.1(f), the Offer shall expire at midnight11:59 p.m., New York TimeCentral European time (5:59 p.m., Eastern time), on the date that is twenty four weeks (20calculated in accordance with the Takeover Order) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”)commenced. In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extendedextended (the initial expiration date, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement and subject to applicable Laws, the “Expiration Date”). (ii) Notwithstanding the provisions of Section 2.1(d)(i3.1(f)(i) or anything to the contrary set forth in this Agreement:Agreement (unless Topco and Parent receive the prior written consent of the Company (which may be granted or withheld in the Company’s sole discretion)): (A) Acquisition Sub Topco shall (and Parent shall cause Topco to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC DFSA or its staff or NASDAQof the Nasdaq, in any such case that case, which is applicable to the Offer, or to the extent necessary to resolve any comments of the DFSA applicable to the Offer or the Offer Documents; (B) in the event that any of the conditions to the Offer set forth on Annex A, (other than the Minimum Acceptance Condition, the condition set forth in clause (i) (with respect to Section 5.10(b)) of Exhibit D, and any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) have not been satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Sub Topco shall (and Parent shall cause Topco to) extend the Offer for successive extension periods of ten (10) Business Days at least two weeks each (or any for such longer period as may be approved in advance agreed by Parent and the Company) in order to permit the satisfaction of all of the conditions to the Offer); and (C) in the event that all if as of any then-scheduled expiration of the conditions Offer each condition to the Offer set forth on Annex A have (other than the Minimum Acceptance Condition and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied or waived (if permitted hereunder), except that and the Minimum Acceptance Condition has not been satisfied, as of any then scheduled expiration Topco may, and, at the request in writing of the OfferCompany, Acquisition Sub Topco shall, and Parent shall cause Topco to, extend the Offer for an successive extension periods of at least two weeks each (with the length of each such period of ten (10being determined in good faith by Parent) Business Days (or any for such longer period as may be approved agreed by Parent and the Company in advance by the Companywriting); provided, it being understood that in no event shall Topco or Parent be required to (and agreed that Acquisition Sub Parent shall not be required to cause Topco to) extend the expiration of the Offer pursuant to this clause (C) on (i) if (x) the Minimum Acceptance Condition is not satisfied by a number of Company Shares that is equal to or less than the aggregate number of Company Shares held or beneficially owned by any Company Shareholders party to a Company Undertaking that have not been tendered, or have been tendered but validly withdrawn, in the Offer as of such time and (y) as of such time such Company Shareholders whose untendered Company Shares are necessary to satisfy the Minimum Acceptance Condition are not using good faith and diligent endeavours to tender the necessary Company Shares into the Offer, or (ii) for more than two (2) occasions, but may, four weeks in its sole discretion, elect to do sothe aggregate; provided, howeverthat, that notwithstanding anything to the foregoing clauses (A)contrary in this Agreement, (B1) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of Parent or the parties Company to terminate this Agreement pursuant to the terms of Article IX, Section 9.1 and in no event (2) Topco shall Acquisition Sub not be required (and Parent shall not be required to cause Topco) to extend the Offer beyond the Termination End Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub Topco shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, IX in which case Acquisition Sub Topco shall (and Parent shall cause Acquisition Sub Topco to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (iv) Topco and Parent shall keep the Company reasonably informed on a reasonably current basis of the status of the Offer, including with respect to the number of Company Shares that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer, and with respect to any material developments with respect thereto.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight, New York Time, one minute after 11:59 PM (Eastern time) on the date that is twenty (20) Business Days after following the date commencement of the Offer is first commenced (within the meaning of determined using Rule 14d-2 14d-1(g)(3) promulgated under the Exchange Act) (as such date and time may be extendedtime, the “Initial Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. extended (ii) the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). Merger Sub may extend the Expiration Date at any time with the Company’s written consent. Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement, but subject to Article IX: (Ai) Acquisition Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer (A) for any period required by any Law or Orderrules, regulations, interpretations or any rule, regulation, interpretation or position positions of the SEC or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; Offer (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) and (B) in the event that any consecutive increments of the conditions up to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any such longer period as the parties hereto may be approved agree in advance by writing), until all waiting periods (and any extensions thereof) applicable to the Company) in order to permit the satisfaction of all consummation of the conditions to Offer under the OfferHSR Act and any foreign antitrust or competition-related Laws shall have expired or been terminated; and (Cii) if, as of any Expiration Date, any Offer Condition is not satisfied and has not been waived, Merger Sub may, without the Company’s consent, extend the Offer on one or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as the event that parties hereto may agree in writing), until such time as all Offer Conditions are satisfied or waived; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the conditions to End Date and the valid termination of this Agreement in compliance with Article IX. If, (A) as of any Expiration Date, any Offer set forth on Annex A Condition (other than the Minimum Condition) is not satisfied and has not been waived by Merger Sub in its sole discretion, or (B) as of any Expiration Date, all Offer Conditions have been satisfied or waived by Merger Sub in its sole discretion, other than the Minimum Condition, then on every occasion under clause (if permitted hereunderA) and on no more than three (3) occasions under clause (B), except that at the Minimum Condition has not been satisfied, as of any then scheduled expiration request of the OfferCompany, Acquisition Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for an extension additional period of up to ten (10) Business Days (or any such longer period as the parties hereto may agree) to permit such Offer Condition(s) to be approved in advance by satisfied; provided, however, that, without the Company)’s written consent, it being understood Merger Sub shall not extend the Offer, and agreed that Acquisition without Merger Sub’s prior written consent, Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but mayOffer, in its sole discretion, elect to do so; provided, however, that each case beyond the foregoing clauses (A), (B) or (C) earlier of the End Date and the termination of this Agreement. Nothing in this Section 2.1(d)(ii1.01(c) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to and in accordance with the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless Subject to the Offer is extended pursuant to terms and in accordance with conditions of this AgreementAgreement and the Offer, the Offer shall initially be scheduled to expire at midnight, New York Time, on the date that is twenty twentieth (2020th) Business Days Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in the foregoing clause (i) of this Section 2.1(d) or elsewhere in this Agreement: (A) Acquisition Merger Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case the NASDAQ that is applicable to the Offer; (B) in the event that any of the facts, events or circumstances described in the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) A hereto shall have occurred and be continuing as of any then scheduled expiration date of the OfferOffer and have not been waived by Parent or Merger Sub, Acquisition then Merger Sub shall may, in its discretion (and without the consent of the Company or any other Person), extend the Offer for successive extension periods of ten up to twenty (1020) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offereach; and (C) in the event that all any of the facts, events or circumstances described in the conditions to the Offer set forth on Annex A hereto (other than those facts, events or circumstances in the condition set forth in paragraph (f) on Annex A hereto) shall have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, occurred and be continuing as of any then scheduled expiration date of the Offer, Acquisition then Merger Sub shall shall, to the extent requested in writing by the Company no less than two (2) Business Days prior to such date, extend the Offer for an successive extension period periods of ten up to twenty (1020) Business Days (or any longer period as may be approved in advance by the Company)each; provided, it being understood and agreed however, that Acquisition Merger Sub shall not be required to extend the Offer for more than an aggregate of an additional twenty (20) Business Days pursuant to this clause (C) unless upon the expiration of such twentieth (20th) Business Day, each of the facts, events or circumstances described in the conditions to the Offer set forth in Annex A hereto (other than those facts, events or circumstances described in the condition set forth in paragraph (b) on more than two (2Annex A hereto) occasions, but mayshall not have occurred or shall have ceased to exist, in its sole discretionwhich case, elect Merger Sub shall be obligated to do so; provided, however, that extend the Offer for an additional twenty (20) Business Days. (iii) Notwithstanding anything to the contrary in the foregoing clauses (A), i) and (B) or (Cii) of this Section 2.1(d)(ii2.1(d) or elsewhere in this Agreement, in no event shall Merger Sub be required to extend the Offer beyond the End Date. (iv) Nothing in this Section 2.1(d) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the parties Company to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination DateSection 9.1 or Section 9.2. (iiiv) Neither Parent nor Acquisition Merger Sub shall extend may, in its discretion (and without the Offer in consent of the Company or any manner other than pursuant Person), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company2.1(f). (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless The expiration date and time for the Offer is Offer, as the same may be extended pursuant from time to and time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall be 9:00 a.m. (New York City time) on the twenty-first (21st) business day following (and including the day of) commencement of the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer is first commenced Expiration Time at any time with the Company’s written consent. Merger Sub may, without the Company’s consent, (within the meaning of Rule 14d-2 promulgated under the Exchange Acti) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its the staff thereof or NASDAQ, in any such case that is Nasdaq applicable to the Offer; Offer (Bincluding in order to comply with Exchange Act Rule 14e-1(b) in the event that respect of any of the conditions to change in the Offer set forth on Annex APrice); or (ii) if, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the OfferOffer Expiration Time, Acquisition Sub shall any Offer Condition is not satisfied and has not been waived, extend the Offer for successive extension periods on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer period as the parties hereto may be approved in advance by agree), until such time as all Offer Conditions are satified or waived; provided, however, that, without the Company) in order to permit ’s written consent, Merger Sub shall not extend the satisfaction of all Offer beyond the earlier of the conditions to End Date and the Offer; and termination of this Agreement. If, (CA) as of any Offer Expiration Time, any Offer Condition (other than the Minimum Tender Condition) is not satisfied and has not been waived by Merger Sub in the event that its sole discretion or (B) as of any Offer Expiration Time, all of the conditions to the Offer set forth on Annex A Conditions have been satisfied or waived by Merger Sub in its sole discretion other than the Minimum Tender Condition, then on every occasion under clause (if permitted hereunderA) and on not more than two (2) occasions under clause (B), except that in each case at the Minimum Condition has not been satisfied, as of any then scheduled expiration request of the OfferCompany, Acquisition Merger Sub shall extend the Offer for an extension additional period of ten (10) Business Days (or any such longer or shorter period as the parties hereto may agree) to permit such Offer Condition(s) to be approved in advance by satisfied; provided, however, that, without the Company)’s written consent, it being understood Merger Sub shall not extend the Offer, and agreed that Acquisition without Merger Sub’s prior written consent, Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but mayOffer, in its sole discretion, elect to do so; provided, however, that each case beyond the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right earlier of the parties to terminate this Agreement pursuant to End Date and the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnightone (1) minute following 11:59 p.m., New York Eastern Time, on the date that is twenty the twentieth (2020th) Business Days after the date Day following the Offer is first commenced (within the meaning of Commencement Date, determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and the Company (as such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date” and the initial Expiration Date, or such later expiration date and time may be to which the Offer has been so extended, the “Expiration Time”). In Subject to the event that Parties’ respective termination rights under ARTICLE 9: (i) if, as of the then scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Parent or Purchaser if permitted hereunder, then Purchaser shall and Parent shall cause Purchaser to (and without the consent of the Company or any other Person), extend the Offer is extended pursuant on one or more occasions in consecutive increments, for an additional period of up to ten (10) Business Days per extension (or such longer period as may be requested by the Company), to permit such Offer Conditions to be satisfied (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(iPurchaser shall (and Parent shall cause Purchaser to) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer from time to time for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is Nasdaq applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) or, without the prior written consent of the Company. (iv, permitted) Neither to extend the Offer beyond a date later than the End Date. Purchaser agrees that it shall not, and Parent nor Acquisition Sub shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the then scheduled expiration prior written consent of the Offer unless Company except in the event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this AgreementARTICLE 9.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, 5:00 p.m. Eastern Time on the date that is twenty twenty-one (2021) Business Days after the date the Offer is first commenced (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) from the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the parties’ respective termination rights under Article VIII: (i) if, as of the then-scheduled Expiration Date, any Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer, but subject to such conditions remaining capable of being satisfied) is not satisfied and has not been waived by Acquisition Sub or Parent, to the extent waivable by Acquisition Sub or Parent, Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), subject to applicable Law, extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days, or such longer period as the parties hereto may agree, per extension, to permit such Offer Condition to be satisfied; (ii) Acquisition Sub shall, and Parent shall cause Acquisition Sub to, extend the Offer from time to time for: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Orderapplicable Law, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; ; and, unless the applicable Offer Condition is waived by Acquisition Sub or Parent (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of up to ten (10) Business Days each per extension, until (or x) any longer waiting period as may be approved in advance by (and any extension thereof) applicable to the Company) in order to permit the satisfaction of all consummation of the conditions to transactions contemplated by this Agreement, including the Offer; and , under the HSR Act and any other Antitrust Laws shall have expired or been terminated, (Cy) in the event that all of the conditions to the Offer consents set forth on Annex A Section A(f)(i) of the Company Disclosure Letter shall have been satisfied or waived obtained and (if permitted hereunder), except that z) the Minimum Condition has not notices set forth on Section A(f)(ii) of the Company Disclosure Letter shall have been satisfiedmade; and (iii) if, as of the scheduled Expiration Date, any then scheduled Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer, but subject to such conditions remaining capable of being satisfied) is not satisfied and has not been waived, at the request of the Company, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, extend the Offer on one or more occasions for an extension additional period of up to ten (10) Business Days (or any longer period as may per extension, to permit such Offer Condition to be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do sosatisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in compliance with Article VIII and (y) the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days business days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that which is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York TimeCity time, on the date that is twenty (20) 20th Business Days after Day following the date commencement of the Offer is first commenced (within the meaning of determined using Rule 14d-2 promulgated 14d-1(g)(3) under the Exchange Act) and (as ii) 5:00 p.m. New York City time on June 28, 2012 (such date and time may be extended, being the “Initial Offer Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”), the staff thereof or its staff or NASDAQNasdaq, in any such case that is applicable to the Offer; Offer and (Bii) in the event that if any of the conditions Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the Offer set forth on Annex Aextent waivable by Parent or Merger Sub, other than the Minimum Conditionwaived, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods on one or more occasions, in consecutive increments of up to ten (10) Business Days each each, with the length of such period to be determined by Parent or Merger Sub (or any such longer period as the Parties may be approved agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in advance by its sole discretion, without consent of the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may be approved in advance by the Companyagree), it being understood and agreed that Acquisition for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer pursuant beyond the earliest to occur of (i) the valid termination of this clause (C) on more than two (2) occasions, but may, Agreement in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A)accordance with Section 8.01, (Bii) or three (C3) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner Business Days after the right of the parties to terminate this Agreement pursuant to the terms of Article IX, Proxy Statement Clearance Date and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the CompanyOutside Date. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, The initial expiration date of the Offer shall expire at midnightbe one minute following 11:59 p.m., New York Time, Eastern Time on the date that is twenty (20business days following the commencement of the Offer, determined in accordance with Rule 14d-1(g)(3) Business Days after the date the Offer is first commenced (within the meaning of and Rule 14d-2 promulgated 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and the Company (as such date and time may be extendedor subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: Agreement but subject to the parties’ respective termination rights under Section 8, Merger Sub: (Ax) Acquisition Sub shall extend the Offer from time to time: (1) for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; ; (B2) in for periods the event that length of which shall be specified by Merger Sub or Parent (not to exceed ten Business Days per extension) until any waiting period (and any extension thereof) applicable to the consummation of the conditions to Offer under the HSR Act will have expired or been terminated; and (3) at the request of the Company, if, as of the scheduled Expiration Date, any Offer set forth on Annex A, other than the Minimum Condition, are Condition is not satisfied and has not been waived by Parent or waived Merger Sub, for periods the length of which shall be specified by Merger Sub or Parent (if permitted hereundernot to exceed ten Business Days per extension) as of any then scheduled expiration of the Offer, Acquisition Sub shall to permit such Offer Condition to be satisfied and (y) may extend the Offer for successive extension periods from time to time, in its discretion (and without the consent of ten (10) Business Days each (the Company or any longer period other Person), if, as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the scheduled Expiration Date, any Offer set forth on Annex A have been Condition is not satisfied or waived (if permitted hereunder), except that the Minimum Condition and has not been satisfiedwaived by Parent or Merger Sub, as for periods the length of any then scheduled expiration of the Offer, Acquisition which shall be specified by Merger Sub shall extend the Offer for an extension period of or Parent (not to exceed ten (10) Business Days (or any longer period as may per extension) to permit such Offer Condition to be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do sosatisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Merger Sub be required to extend the Offer beyond the Termination Date. or permitted (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw to extend the Offer prior to a date later than the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this AgreementOutside Date.

Expiration and Extension of the Offer. (i) Unless Subject to the Offer is extended pursuant to terms and in accordance with conditions of this AgreementAgreement and the Offer, the Offer shall initially be scheduled to expire at midnight, New York Time, on the date January 10, 2011. Merger Sub shall not, and Parent agrees that is twenty (20) Business Days after the date it shall cause Merger Sub not to, terminate or withdraw the Offer is first commenced (within other than in connection with the meaning effective termination of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and this Agreement in accordance with Section 9.1 or Section 9.2 hereof. Except as provided in this AgreementSection 2.1(d), then Merger Sub shall not, and Parent shall cause Merger Sub not to, extend or delay the scheduled expiration date or time of the Offer shall expire on without the date and at prior written consent of the time to which the Offer has been so extendedCompany. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in the foregoing clause (i) of this Section 2.1(d) or elsewhere in this Agreement: (A) Acquisition Merger Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff staff, the Missouri Commissioner of Securities or NASDAQhis staff, in any such case or the NYSE that is applicable to the Offer; (B) in In the event that any of the facts, events or circumstances described in the conditions to the Offer set forth on Annex A, A hereto (other than the Minimum Condition, are not satisfied or waived condition set forth in paragraph (if permitted hereundera) on Annex A) shall have occurred and be continuing as of any then scheduled expiration of the OfferOffer and the relevant condition has not been waived by Parent or Merger Sub in its sole discretion, Acquisition then, irrespective of whether the Minimum Condition has been satisfied at such time, Merger Sub shall extend the Offer for successive extension periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offereach; and (C) in In the event that all none of the facts, events or circumstances described in the conditions to the Offer set forth on Annex A hereto shall have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, occurred and be continuing as of any then scheduled expiration of the OfferOffer except that the facts, Acquisition events and circumstances described in the condition set forth in paragraph (a) on Annex A shall have occurred and be continuing, then Merger Sub shall extend the Offer ten (10) Business Days; provided, however, that if at the end of such ten Business Day extension the facts, events and circumstances described in the condition set forth in paragraph (a) on Annex A shall be continuing, then Merger Sub, in its sole discretion, may extend the Offer for an one or more successive extension periods, the number of which shall be determined by Merger Sub in its sole discretion, provided that (i) no individual extension period of shall be more than ten (10) Business Days and (ii) in no event shall the aggregate duration of all such extension periods under this paragraph (C) be more than forty-five (45) Business Days. (iii) Notwithstanding anything to the contrary in the foregoing clauses (i) and (ii) of this Section 2.1(d) or any longer period as may be approved elsewhere in advance by the Company)this Agreement, it being understood and agreed that Acquisition in no event shall Merger Sub shall not be required to extend the Offer pursuant to this clause beyond the End Date. (Civ) on more than two (2) occasions, but may, Nothing in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii2.1(d) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the parties Company to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination DateSection 9.1 or Section 9.2 hereof. (iiiv) Neither Parent nor Acquisition Merger Sub shall extend may, in its discretion (and without the Offer in consent of the Company or any manner other than pursuant Person), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with the provisions of Section 2.1(d)(ii2.1(f) without the prior written consent of the Companyhereof. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, one minute after 11:59 p.m. Eastern Time on the date that is twenty (20) Business Days after the date the Offer is first commenced business days (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) from the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition Sub shall if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Parent and Purchaser may, in their sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for any period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is Nasdaq applicable to the Offer; ; and (Biii) in the event that any if, as of the conditions to the then-scheduled Expiration Date, any Offer set forth on Annex A, other than the Minimum Condition, are Condition is not satisfied or waived (if permitted hereunder) as of any then scheduled expiration and has not been waived, at the request of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for successive extension periods an additional period of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order business days per extension, to permit the satisfaction of all of the conditions such Offer Condition to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been be satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Parent or Purchaser: (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company or (3) be required to extend the Offer on more than two (2) occasions in any manner consecutive periods of ten (10) business days each if, as of the applicable Expiration Date, (A) none of the Offer Documents, the Parent Schedule 13E-3, the Schedule 14D-9 or the Company Schedule 13E-3 is still being reviewed or commented on by the SEC and (B) all of the Offer Conditions are satisfied or have been waived other than pursuant the Minimum Condition and conditions which by their nature are to and in accordance with be satisfied at the provisions expiration of Section 2.1(d)(ii) the Offer. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnightone minute following 11:59 p.m., New York Eastern Time, on the date that is twenty (20) Business Days business days after the date the Offer is first commenced (within the meaning of Commencement Date, determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and the Company (as such date and time may be extendedor such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In Subject to the event that Parties’ respective termination rights under Section 7: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, and if permitted hereunder and under any applicable Legal Requirements, Parent, Payor and Purchaser may, in their discretion (and without the consent of the Company or any other Person), extend the Offer is extended pursuant on one or more occasions, for additional periods of up to and in accordance with this Agreementten business days per extension, then the to permit such Offer shall expire on the date and at the time Condition to which the Offer has been so extended. be satisfied; (ii) Notwithstanding Purchaser shall (and Parent shall cause Purchaser to) extend the provisions of Section 2.1(d)(i) or anything Offer from time to the contrary set forth in this Agreement: time for: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Orderapplicable Legal Requirements, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQNasdaq or its staff, in any such case that is each case, applicable to the Offer; ; and (B) in periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the event that any consummation of the conditions to Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer set forth on Annex A, other than the Minimum Condition, are Condition is not satisfied or waived (if permitted hereunder) as of any then scheduled expiration and has not been waived, at the request of the OfferCompany, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or more occasions, for successive extension additional periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order business days per extension, to permit the satisfaction of all of the conditions such Offer Condition to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been be satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event under this Agreement shall Acquisition Sub Parent, Payor or Purchaser: (1) be required to extend the Offer beyond the earliest to occur of (the “Extension Deadline”) (x) the termination of this Agreement in compliance with Section 7 and (y) the Termination Date. Date or (iii2) Neither Parent nor Acquisition Sub shall be permitted to extend the Offer in beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate or withdraw the Offer prior to any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(iischeduled Expiration Date (or any rescheduled Expiration Date) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw , except in the Offer prior to the then scheduled expiration of the Offer unless event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreementpursuant to Section 7.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight5:00 p.m., New York Eastern Time, on the date that is twenty twenty-third (2023rd) Business Days business day (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(e)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC or its staff or of the NYSE or NASDAQ, in any such case that case, which is applicable to the OfferOffer or the Merger, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents or the Form S-4; (B) in the event that any of the conditions to the Offer set forth on Annex A, (other than the Minimum Condition, are ) have not been satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive extension periods one or more consecutive increments of not more than ten (10) Business Days business days each (or any for such longer period as may be approved in advance agreed by the Company) in order to permit the satisfaction of all of the such conditions to the Offer; andOffer (other than the Minimum Condition); (C) in the event that all if as of any then-scheduled expiration of the conditions Offer each condition to the Offer set forth on Annex A (other than the Minimum Condition and those conditions that by their nature are to be satisfied by action to be taken at the relevant expiration date of the Offer) shall have been satisfied or waived (if permitted hereunder), except that and the Minimum Condition has shall not have been satisfied, as of any then scheduled expiration Purchaser may, and, at the written request of the OfferCompany, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to), extend the Offer for an extension period one or more consecutive increments of ten (10) Business Days business days each (or any for such shorter or longer period as may be approved in advance agreed by the Company); provided, it being understood and agreed that Acquisition Sub in no event shall not Purchaser be required to extend the expiration date of the Offer more than two times pursuant to this clause (C); and (D) on more than two Purchaser may extend the Offer for any period necessary to satisfy the notice requirements contained in Section 3-106.1(e)(1) of the MGCL (2) occasions, but may, in its sole discretion, elect to do sothe “Maryland Short Form Merger Notice”); provided, however, that the foregoing clauses (A), (B1) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of the parties Parties to terminate this Agreement pursuant to the terms of Article IXIX (subject, in the case of Section 9.1(h), to Purchaser’s rights and obligations to extend the Offer pursuant to this Section 1.1(e)(ii)), and in no event (2) Purchaser shall Acquisition Sub not be required to extend the Offer beyond the Termination Outside Date. (iii) Neither Parent nor Acquisition Sub Purchaser shall extend the Offer or provide a “subsequent offering period” (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii1.1(e)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub Purchaser shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub Purchaser to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Daybusiness day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at midnight, New York one minute following 11:59 p.m. Eastern Time, on the date that is twenty twentieth (2020th) Business Days after Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date or such subsequent date and time to which the expiration of the Offer is first commenced (within extended in accordance with the meaning terms of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extendedthis Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition Sub if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder and under applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for additional periods of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer for any from time to time for: (A) the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQNasdaq or its staff, in any such case that is each case, applicable to the Offer; ; and (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of up to ten (10) Business Days each per extension, until any waiting period (or and any longer period as may be approved in advance by extension thereof) applicable to the Company) in order to permit the satisfaction of all consummation of the conditions to Offer under the OfferHSR Act shall have expired or been terminated; and and (Ciii) in the event that all if, as of the conditions to the scheduled Expiration Date, (A) any Offer set forth on Annex A have been satisfied or waived Condition (if permitted hereunder), except that other than the Minimum Condition Condition) is not satisfied and has not been satisfiedwaived, as of any then scheduled expiration at the request of the OfferCompany, Acquisition Sub Purchaser shall extend the Offer on one or more occasions for an extension additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied or (or any longer period as may be approved in advance by B) the Minimum Condition is not satisfied, at the request of the Company), it being understood and agreed that Acquisition Sub Purchaser shall not be required to extend the Offer pursuant on up to this clause two occasions for additional periods specified by the Company of up to ten (C10) on more than two (2) occasionsBusiness Days per extension, but may, in its sole discretion, elect to do sopermit the Minimum Condition to be satisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date. ; or (iii2) Neither Parent nor Acquisition Sub shall be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (i1) Unless minute following 11:59 p.m., Eastern Time, on January 2, 2023, unless otherwise agreed to in writing by Parent and the Company (such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything Subject to the contrary set forth Parties’ respective termination rights under Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in this Agreement: its discretion (A) Acquisition Sub shall and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for any an additional period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable up to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the satisfaction of all Offer from time to time for (A) any period to the minimum extent required by any Law, any interpretation or position of the conditions to SEC, the Offer; and (C) in the event that all of the conditions staff thereof or Nasdaq applicable to the Offer set forth on Annex A have been satisfied or waived and (if permitted hereunder), except that the Minimum Condition has not been satisfied, as B) periods of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any longer period as may be approved in advance by Offer Condition is not satisfied and has not been waived, at the request of the Company), it being understood Purchaser shall (and agreed that Acquisition Sub Parent shall not be required to cause Purchaser to) extend the Offer pursuant on one or more occasions for an additional period specified by the Company of up to this clause ten (C10) on more than two (2) occasionsBusiness Days per extension, but may, in its sole discretion, elect to do sopermit such Offer Condition or Offer Conditions to be satisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiithe “Extension Deadline”): (x) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date or (2) be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither . Purchaser agrees that it shall not, and Parent nor Acquisition Sub shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the then scheduled expiration prior written consent of the Offer unless Company except in the event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement9.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York TimeCity time, on the date that is twenty (20) 20th Business Days after Day following the date commencement of the Offer is first commenced (within the meaning of determined using Rule 14d-2 promulgated 14d-1(g)(3) under the Exchange Act) (as such date and time may be extendedbeing the "Initial Offer Expiration Date"), the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreementprovided, then the Offer shall expire on the date and however, if, at the time to which the Initial Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) Expiration Date, any Offer Condition is not satisfied or anything to the contrary set forth in this Agreement: (A) Acquisition waived, Sub shall, and Parent shall cause Sub to, extend the Offer for ten (10) Business Days. Thereafter, if on any then-scheduled expiration of the Offer, but subject to Parent's right to terminate this Agreement pursuant to Section 9.01, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, continue to extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the Parties may agree) each. In addition, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission ("SEC") or its the staff or NASDAQ, in any such case that is thereof applicable to the Offer; (B) in the event that any of the conditions . Notwithstanding anything to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved contrary in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunderthis Section 1.01(d), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to (and Parent shall not be required to cause Sub to) extend the Offer pursuant beyond the earliest to occur of (i) the valid termination of this clause Agreement in compliance with Section 9.01, (Cii) on more than two three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date. In addition, for the avoidance of doubt, nothing in this Section 1.01(d) shall limit or otherwise affect (1) the right of Parent to terminate the Offer in accordance with Section 1.01(f) and/or (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the Parent's right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination DateSection 9.01. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, at the end of the day on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(c)(i) or anything to the contrary set forth in this Agreement, unless this Agreement has been terminated in accordance with its terms: (A) Acquisition Merger Sub shall extend the Offer for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, A (other than the Minimum Condition, ) are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Merger Sub shall extend the Offer for successive extension periods of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that but the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Merger Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii1.1(c)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to and in accordance with the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination DateVIII. (iii) Neither Parent nor Acquisition Merger Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii1.1(c)(ii) without the prior written consent of the Company. (iv) Notwithstanding any provision in this Agreement to the contrary, in no event shall Parent or Merger Sub be required to, and without the Company’s prior written consent shall not, extend the offer beyond the Termination Date. (v) Neither Parent nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXVIII, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (vi) If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VIII, prior to the acceptance for payment of Company Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return or cause to be returned all tendered Company Shares to the registered holders thereof.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and as provided in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date (the “Initial Expiration Date”) that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of calculated as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied or, to the extent waivable in accordance with the terms hereof, has not been waived by Parent or Acquisition Sub, Acquisition Sub shall, subject to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as the Parties hereto may agree), ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition is the only Offer Condition that has not been satisfied or waived (to the extent waivable in accordance with the terms hereof), Acquisition Sub shall, subject to Parent’s right to terminate this Agreement pursuant to Section 10.1, if requested by the Company in writing, extend the Offer and its expiration date beyond any then scheduled expiration date for one or more periods not to exceed an aggregate of twenty (20) Business Days (the “Extended Expiration Date”), the length of each such period (which is not to be less than five (5) Business Days) to be determined by Parent in its sole discretion (or such longer period as the Parties hereto may agree), ending no later than the Outside Date, to permit the Minimum Tender Condition to be satisfied. Notwithstanding the foregoing or anything else in this Agreement (including Annex I) to the contrary, if all of the Offer Conditions (or all of the Offer Conditions other than the Minimum Tender Condition) have been satisfied as of 4:01 pm ET on the Business Day immediately preceding the Initial Expiration Date, (x) the Company shall, upon the request of Parent, deliver to Parent a certificate, executed on behalf of the Company by the chief executive officer or the chief financial officer of the Company certifying that none of the conditions set forth in clauses (c)(ii), (c)(iii), and (c)(iv) of Annex I shall have occurred and be continuing as of such date and time and (y) Acquisition Sub may extend the Offer prior to the expiration thereof for one period not to exceed ten (10) Business Days from the Initial Expiration Date, provided that, (i) Parent and Acquisition Sub shall, prior to the public announcement of such extension, irrevocably waive (A) all of the Offer Conditions (other than (1) the Minimum Tender Condition, which may be extended, waived by Parent and Acquisition Sub only with the “Expiration Time”). In prior written consent of the event that Company and (2) the Offer is extended pursuant to condition set forth in clause (c)(i) of Annex I) and in accordance with this Agreement, then the Offer shall expire on thereafter be conditioned only upon the date satisfaction of the Minimum Tender Condition and at the time condition set forth in clause (c)(i) of Annex I, (B) the termination right of Parent set forth in Section 10.1(e) and (C) the condition to which the Offer has been so extended. Merger set forth in Section 9.1(b), and (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything total, aggregate funds necessary to consummate the Offer and the Merger shall, prior to the contrary set forth public announcement of the extension, have been deposited into an escrow account pursuant to an Acceptable Escrow Agreement and the release of such funds to the account of the depositary for the Offer and the Exchange Fund, as applicable, to pay the aggregate consideration payable in this Agreement: (A) connection with the Offer and the Merger shall be conditioned only upon the occurrence of the Acceptance Time. Notwithstanding anything herein to the contrary, Acquisition Sub shall shall, without the consent of the Company, extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQany rule or regulation of Nasdaq, in any such case that is each case, applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such The expiration date and time for the Offer, as the same may be extendedextended from time to time, is hereinafter referred to as the “Offer Expiration Time”.” The initial Offer Expiration Time shall be 11:59 p.m. (New York City time) on the twentieth (20th) Business Day following (and including the day of) commencement of the Offer (determined pursuant to Exchange Act Rule 14d-1(g)(3)). In Subject to the event that parties’ respective rights to terminate the Offer is extended Agreement pursuant to Section 8.01 and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or notwithstanding anything to the contrary set forth in this Agreement:, Merger Sub shall (and Parent shall cause Merger Sub to): (Ai) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any applicable rule, regulation, interpretation or position of the SEC or its the staff thereof or Nasdaq (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Per Share Amount) or as may be necessary to resolve any comments of the SEC or the staff or NASDAQNasdaq, in any such case that is each case, as applicable to the Offer;, the Schedule 14D-9 or the Offer Documents; and (Bii) in the event that any of the conditions to the Offer set forth on Annex Aif, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Parent or Merger Sub (to the Offerextent permitted hereunder), Acquisition Sub shall extend the Offer for successive extension periods on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer or shorter period as the parties hereto may be approved in advance by the Companyagree) in order to permit the satisfaction of all of such Offer Conditions; provided, that, without the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder)Company’s written consent, except that the Minimum Condition has Merger Sub shall not been satisfied, as of any then scheduled expiration of extend the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company)and without Parent’s prior written consent, it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but mayOffer, in its sole discretion, elect to do so; provided, however, that each case beyond the foregoing clauses (A), (B) earlier of the End Date or (C) the valid termination of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company8.01. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this AgreementSection 1.1(e), the Offer shall expire at midnight, New York Eastern Time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) and Rule 14e-1 (a) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extendedextended (the initial expiration date, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement, the “Expiration Date”). (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(e)(i) or anything to the contrary set forth in this Agreement:Agreement (unless Parent receives the prior written consent of the Company (which may be granted or withheld in the Company’s sole discretion)): (A) Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQof the NYSE, in any such case that case, which is applicable to the Offer, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents or the Form S-4; (B) in the event that any of the conditions to the Offer set forth on Annex A, (other than the Minimum Condition, the condition set forth in clause (F)(3) of Annex C, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) have not been satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of the Offer, Acquisition Sub Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive extension periods of up to ten (10) Business Days each (or any for such longer period as may be approved in advance agreed by Parent and the Company) in order to permit the satisfaction of all of the conditions to the Offer); and (C) in the event that all if as of any then-scheduled expiration of the conditions Offer each condition to the Offer set forth on Annex A have (other than the Minimum Condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)) has been satisfied or waived (if permitted hereunder), except that and the Minimum Condition has not been satisfied, as of any then scheduled expiration Purchaser may, and, at the request in writing of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for an successive extension period periods of up to ten (10) Business Days each (with the length of each such period being determined in good faith by Parent) (or any for such longer period as may be approved agreed by Parent and the Company in advance by the Companywriting); provided, it being understood that in no event shall Purchaser or Parent be required to (and agreed that Acquisition Sub Parent shall not be required to cause Purchaser to) extend the expiration of the Offer pursuant to this clause (C) on (i) if (x) the Minimum Condition is not satisfied by a number of shares of Company Common Stock that is equal to or less than the aggregate number of shares of Company Common Stock held or beneficially owned by any Stockholders (as defined in the Letter Agreement) that have not been tendered, or have been tendered but validly withdrawn, in the Offer as of such time and (y) as of such time the Stockholders whose untendered shares of Company Common Stock are necessary to satisfy the Minimum Condition are not using good faith and diligent efforts to tender the necessary shares of Company Common Stock into the Offer, or (ii) for more than two twenty (220) occasions, but may, Business Days in its sole discretion, elect to do sothe aggregate; provided, howeverthat, that notwithstanding anything to the foregoing clauses (A)contrary in this Agreement, (B1) or (C) of this Section 2.1(d)(ii) any such extension shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of Parent or the parties Company to terminate this Agreement pursuant to the terms of Article IX, Section 9.1 and in no event (2) Purchaser shall Acquisition Sub not be required (and Parent shall not be required to cause Purchaser) to extend the Offer beyond the Termination Outside Date. (iii) Neither Parent nor Acquisition Sub Purchaser shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) this Agreement without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub Purchaser shall terminate or withdraw the Offer prior to the then then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub Purchaser to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) Parent shall keep the Company reasonably informed on a reasonably current basis of the status of the Offer, including with respect to the number of shares of Company Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer, and with respect to any material developments with respect thereto and, upon the Company’s written request (no more often than once per day during the Offer (other than on the date of the then-scheduled expiration of the Offer)), provide the Company as soon as practicable with the most recent report then available from the Exchange Agent detailing the number of shares of Company Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer; provided that Parent’s obligations, actions or inactions pursuant to this Section 1.1(e)(v) shall be deemed excluded for purposes of determining whether Parent or the Company may terminate this Agreement pursuant to Section 9.1.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall initially be scheduled to expire at midnight11:59 p.m., New York TimeCity time, on the date that is twenty twentieth (2020th) Business Days after Day following (and including the date day of) the commencement of the Offer is first commenced (within the meaning of determined pursuant to Rule 14d-2 14(d)-1(g)(3) promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”), unless otherwise agreed to in writing by Parent and the Company. In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i1.1(d)(i) or anything to the contrary set forth in this Agreement, unless this Agreement has been terminated in accordance with its terms: (A) Acquisition Merger Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQthe NYSE or as may be necessary to resolve any comments of the SEC or the staff or the NYSE, in any such case that is each case, as applicable to the Offer;Offer (including for the avoidance of doubt the Schedule 14D-9 or the other Offer Documents). (B) in the event that If, as of any then-scheduled Expiration Time, any of the conditions to the Offer set forth on in Annex A, other than the Minimum Condition, A are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of ), Merger Sub may (and, if requested by the OfferCompany, Acquisition shall, and Parent shall cause Merger Sub shall to), extend the Offer for one or more successive extension periods of ten (10) up to 10 Business Days each (with each such period to end at 11:59 p.m. (New York City time) on the last Business Day of such period) (or any longer other period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in provided, however, that if the event that all of the conditions sole then-unsatisfied condition to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that is the Minimum Condition has not been satisfiedCondition, as of any then scheduled expiration of the Offer, Acquisition Merger Sub shall not be required (but in its sole discretion may elect) to extend the Offer for an extension period more than three occasions in consecutive periods of ten (10) 10 Business Days each (each such period to end at 11:59 p.m. (New York City time) on the last Business Day of such period) (or any longer such other period as may be approved in advance by the Companyparties), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause . (C) on more than two (2) occasionsIf, but mayat the then-scheduled Expiration Time, the Company brings or shall have brought any action in its sole discretionaccordance with Section 9.16 to enforce specifically the performance of the terms and provisions of this Agreement by Parent or Merger Sub, elect the Expiration Time shall be extended, subject to do so; provided, however, that the foregoing clauses (ASection 1.1(d)(v), (Bx) for the period during which such action is pending or (Cy) of this Section 2.1(d)(ii) shall not be deemed to impairby such other time period established by the court presiding over such action, limit or otherwise restrict in any manner as the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Datecase may be. (iii) Neither Parent nor Acquisition Merger Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii1.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX8, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) Notwithstanding any other provision in this Agreement to the contrary, (A) in no event shall Parent or Merger Sub be required to extend the Offer beyond the Outside Date; and (B) any extension made pursuant to Section 1.1(d)(ii) shall not be deemed to impair, limit, or otherwise restrict in any manner the rights of the parties hereto to terminate this Agreement pursuant to the terms of Article 8. (vi) If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article 8, prior to the Acceptance Time, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return or cause to be returned, in accordance with applicable Law, all tendered Company Shares to the registered holders thereof. (vii) The Company agrees that no Company Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer.

Expiration and Extension of the Offer. (i) Unless The expiration date and time of the Offer is Offer, as the same may be extended pursuant from time to and time in accordance with the terms of this Agreement, is hereinafter referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall expire at midnight, be one minute after 11:59 p.m. (New York Time, City time) on the date that is twenty (20) Business Days after following (and including the date day of) commencement of the Offer is first commenced (within the meaning of determined pursuant to Exchange Act Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”14d-1(g)(3)). In Subject to the event that parties’ respective rights to terminate the Offer is extended Agreement pursuant to Section 9.01 and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or notwithstanding anything to the contrary set forth in this Agreement:, Merger Sub shall (and Parent shall cause Merger Sub to): (Ai) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any applicable rule, regulation, interpretation or position of the SEC or its the staff thereof or Nasdaq (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or as may be necessary to resolve any comments of the SEC or the staff or NASDAQNasdaq, in any such case that is each case, as applicable to the Offer;, the Schedule 14D-9 or the Offer Documents; and (Bii) in the event that any of the conditions to the Offer set forth on Annex Aif, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then then-scheduled expiration of Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Parent or Merger Sub (to the extent permitted hereunder), extend the Offer, Acquisition Sub shall extend the Offer for successive extension periods (x) on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer or shorter period as the parties hereto may be approved agree in advance by the Companywriting) in order to permit the satisfaction of all of the conditions to the Offer; and or (Cy) in the event that all of the conditions to the if any then-scheduled Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of Expiration Time is ten (10) or fewer Business Days before the Outside Date (or after taking into account any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer extension thereof pursuant to this clause Agreement), until 11:59 p.m., New York City time, on the day before the Outside Date (C) on more than two (2) occasions, but may, or such other date and time as the parties hereto may agree in its sole discretion, elect to do sowriting); provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right if all of the parties Offer Conditions other than the Inside Date Condition (and other than those conditions that by their nature are to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend satisfied at the Offer beyond the Termination Date. Expiration Time) have been satisfied (iiior waived) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the terms hereof at any then-scheduled Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IXExpiration Time, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate extend the Offer promptly until 12:00 midnight (but New York City time) at the end of the first Business Day after December 18, 2020; provided, that without the Company’s written consent, Merger Sub shall not extend the Offer, and without Parent’s prior written consent, Merger Sub shall not be required (and Parent shall not be required to cause Merger Sub) to extend the Offer, in no event more than one (1) Business Day) after such each case, beyond the earlier of the Outside Date or the valid termination of this AgreementAgreement in accordance with Section 9.01.

Expiration and Extension of the Offer. (i) Unless The expiration date and time for the Offer is Offer, as the same may be extended pursuant from time to and time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall be 9 A.M. (Philadelphia, Pennsylvania time) on the twenty-first (21st) Business Day following (and including the day of) commencement of the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer is first commenced Expiration Time at any time with the Company’s written consent. Merger Sub may, without the Company’s consent, (within the meaning of Rule 14d-2 promulgated under the Exchange Acti) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its the staff thereof or NASDAQ, in any such case that is NYSE applicable to the Offer; Offer (Bincluding in order to comply with Exchange Act Rule 14e-1(b) in the event that respect of any of the conditions to change in the Offer set forth on Annex APrice) or (ii) if, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the OfferOffer Expiration Time, Acquisition Sub shall any Offer Condition is not satisfied and has not been waived, extend the Offer for successive extension periods on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer or shorter period as the parties hereto may be approved in advance by agree), until such time as all Offer Conditions are satisfied or waived; provided, however, that, without the Company) in order to permit ’s written consent, Merger Sub shall not extend the satisfaction of all Offer beyond the earlier of the conditions to End Date and the Offer; and (C) in termination of this Agreement. Without limiting the event that all rights of the conditions parties to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder)terminate this Agreement pursuant to and in accordance with ARTICLE 8, except that the Minimum Condition has not been satisfiedif, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in accordance with this Agreement, then scheduled expiration at the written request of the OfferCompany, Acquisition Merger Sub shall extend the Offer for an extension period Expiration Time on one or more occasions in consecutive increments of up to ten (10) Business Days each (or any such longer or shorter period as the parties hereto may be approved in advance by the Companyagree), it being understood and agreed until such time as all Offer Conditions are satisfied or waived; provided, however, that Acquisition Merger Sub shall not be required to extend the Offer pursuant to beyond the earlier of the End Date and the termination of this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do soAgreement; provided, howeverfurther, that that, if the foregoing clauses (A)Minimum Tender Condition is the sole then unsatisfied Offer Condition as of any Offer Expiration Time, (B) or (C) of this Section 2.1(d)(ii) so long as the Minimum Tender Condition remains as the sole unsatisfied Offer Condition, Merger Sub shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub only be required to extend the Offer beyond the Termination Date. Expiration Time for additional periods not to exceed an aggregate of thirty (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (130) Business Day) after such termination of this AgreementDays.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, one minute after 11:59 p.m. Eastern Time on the date that is twenty (20) Business Days after the date the Offer is first commenced business days (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) from the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) Acquisition Sub shall extend the Offer for any period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; ; and (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of up to ten (10) Business Days each business days per extension, until any waiting period (or and any longer period as may be approved in advance by extension thereof) applicable to the Company) in order to permit the satisfaction of all consummation of the conditions to Offer under the OfferHSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; and and (Ciii) in the event that all if, as of the conditions to the scheduled Expiration Date, any Offer set forth on Annex A have been Condition is not satisfied or waived (if permitted hereunder), except that the Minimum Condition and has not been satisfiedwaived, as of any then scheduled expiration at the request of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an extension additional period of up to ten (10) Business Days (or any longer period as may business days per extension, to permit such Offer Condition to be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do sosatisfied; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to extend the Offer in any manner other than pursuant beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to and in accordance with expire, prior to the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, one minute after 11:59 p.m. Eastern Time on the date that is twenty business days (20determined as set forth in Rule 14d-1(g)(3) Business Days after the date the Offer is first commenced (within the meaning of and Rule 14d-2 promulgated 14e-1(a) under the Exchange Act) following the Offer Commencement Date (as unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date and time may be extendedor such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the parties’ respective termination rights under Article VIII: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) Acquisition Sub shall extend the Offer for any period required by any Law or OrderLaw, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is NASDAQ applicable to the Offer; ; and (B) in periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the event that any consummation of the conditions to Offer under the HSR Act and any foreign antitrust or competition-related Law shall have expired or been terminated; and (iii) if, as of the then-scheduled Expiration Date, any Offer set forth on Annex A, other than the Minimum Condition, are Condition is not satisfied or waived (if permitted hereunder) as of any then scheduled expiration and has not been waived, at the request of the OfferCompany, Acquisition Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for successive extension periods an additional period of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order business days per extension, to permit the satisfaction of all of the conditions such Offer Condition to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been be satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Purchaser: (1) be required to extend the Offer beyond the Termination Date. earlier to occur of (iiix) Neither Parent nor Acquisition Sub shall the valid termination of this Agreement in accordance with Article VIII and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Timetime, at the end of the day on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement, unless this Agreement has been terminated in accordance with its terms: (A) Acquisition Merger Sub shall extend the Offer for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Merger Sub may (and, if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for one or more successive extension periods of ten up to fifteen (1015) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Merger Sub may (and, if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for an extension period one or more successive extensions of ten (10) Business Days each (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two three (23) occasions, but may, in its sole discretion, elect to do so; provided, however, that (x) the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to and in accordance with the terms of Article IX, IX and (y) in no event shall Acquisition Merger Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Merger Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement. (v) Notwithstanding any other provision in this Agreement to the contrary, in no event shall Parent or Merger Sub extend the Offer beyond the Termination Date without the prior written consent of the Company. (vi) If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is validly terminated in accordance with Article IX prior to the Acceptance Time, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return or cause to be returned all tendered Company Shares to the registered holders thereof.

Expiration and Extension of the Offer. (i) Unless The expiration date and time for the Offer is Offer, as the same may be extended pursuant from time to and time in accordance with the terms of this Agreement, is hereinafter referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall expire at midnight, be one (1) minute after 11:59 p.m. (New York Time, City time) on the date that is twenty (20) Business Days after business days (determined pursuant to Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act) from the date on which Merger Sub commences the Offer is first commenced (Offer, within the meaning of Rule 14d-2 promulgated under the Exchange Act) Act (as such date and time may be extended, the “Expiration TimeOffer Commencement Date”). In Subject to the event that parties’ respective rights to terminate the Offer is extended Agreement pursuant to Section ‎8.1 and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or notwithstanding anything to the contrary set forth in this Agreement: (Ai) Acquisition Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any Law or Order, or any applicable rule, regulation, interpretation or position of the SEC or its the staff thereof or Nasdaq (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act in respect of any change in the Per Share Price) or as may be necessary to resolve any comments of the SEC or the staff or NASDAQNasdaq, in any such case that is each case, as applicable to the Offer, the Schedule 14D-9 or the Offer Documents; (Bii) in the event that Subject to clause (iii) below, if, as of any of the conditions to the then-scheduled Offer set forth on Annex AExpiration Time, any Offer Condition (other than the Minimum Condition, the Termination Condition and any such conditions that by their nature are to be satisfied at the expiration of the Offer and, in each case, irrespective of if any such condition is satisfied) is not satisfied and has not been waived by Parent or waived Merger Sub (if to the extent permitted hereunder) as of any then then-scheduled expiration of the OfferOffer Expiration Time, Acquisition Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods (x) on one or more occasions in consecutive increments of up to ten (10) Business Days each (as determined by Merger Sub in its discretion, subject to applicable Law, or any such longer period as the parties hereto may be approved agree), (y) if any then-scheduled Offer Expiration Time is ten (10) or less Business Days before the Termination Date, until 11:59 p.m., New York City Time, on the Business Day before the Termination Date (unless Parent is not then permitted to terminate this Agreement pursuant to Section 8.1(c), in advance by which case this clause (y) shall not apply) or (z) such other date and time as the parties hereto may agree; provided that, without the Company) in order to permit the satisfaction of all of the conditions to ’s written consent, Merger Sub shall not extend the Offer, and without Parent’s prior written consent, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) extend the Offer, in each case, beyond the earlier of (1) the Termination Date, and (2) the valid termination of this Agreement in accordance with Section ‎8.1; provided, however, that, in the case of clause (1), if at the Termination Date or any time thereafter Parent is not then permitted to terminate this Agreement pursuant to Section 8.1(c), Merger Sub shall be required to (and Parent shall cause Merger Sub to) extend the Offer beyond the Termination Date; and (Ciii) in the event that all if as of the conditions any then-scheduled Offer Expiration Time, each condition to the Offer set forth on Annex A have (other than the Minimum Condition, and any such conditions that by their nature are to be satisfied at the expiration of the Offer) has been satisfied or waived by Parent or Merger Sub (if to the extent permitted hereunder), except that ) and the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an extension period (x) on one or more occasions in consecutive increments of up to ten (10) Business Days each (as determined by Merger Sub in its discretion, subject to applicable Law, or any such longer period as the parties hereto may agree), (y) if any then-scheduled Offer Expiration Time is ten (10) or less Business Days before the Termination Date, until 11:59 p.m., New York City Time, on the Business Day before the Termination Date (unless Parent is not then permitted to terminate this Agreement pursuant to Section 8.1(c), in which case this clause (y) shall not apply) or (z) such other date and time as the parties hereto may agree; provided, that (A) so long as Parent and Merger Sub are not in material breach of their covenants and obligations set forth in this Agreement, Merger Sub shall not be approved required to (and Parent shall not be required to cause Merger Sub to) extend the Offer in advance by the circumstances described in this clause (iii) for successive extension periods in excess of twenty (20) Business Days in the aggregate and (B) without the Company)’s prior written consent, it being understood Merger Sub shall not extend the Offer in the circumstances described in this clause (iii) for successive extension periods in excess of thirty (30) Business Days in the aggregate; provided further, that, without the Company’s prior written consent, Merger Sub shall not extend the Offer, and agreed that Acquisition Merger Sub shall not be required to extend the Offer pursuant to this clause Offer, in each case, beyond the earlier of (C1) on more than two the Termination Date and (2) occasions, but may, the valid termination of this Agreement in its sole discretion, elect to do soaccordance with Section ‎8.1; provided, however, that that, in the foregoing clauses case of clause (A1), if at the Termination Date or any time thereafter Parent is not then permitted to terminate this Agreement pursuant to Section 8.1(c), Merger Sub shall be required to (Band Parent shall cause Merger Sub to) or (C) of extend the Offer beyond the Termination Date; and provided, further, that, notwithstanding anything to the contrary in this Agreement, any such extension under this Section 2.1(d)(ii‎2.1(c) shall not be deemed to impair, limit limit, or otherwise restrict in any manner the right of Parent or the parties Company to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination DateSection ‎8.1. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

Expiration and Extension of the Offer. (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the The Offer shall initially be scheduled to expire at midnight, New York Time, 12:00 midnight Eastern Time on the date that is twenty (20) Business Days after the date business days following the Offer is first commenced Commencement Date (within the meaning of determined as set forth in Rule 14d-2 promulgated 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (as the “Initial Expiration Date,” such date and time may be extendedor such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration TimeDate”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth contained in this Agreement: , but subject to the Parties’ respective termination rights under Section 8: (Ai) Acquisition if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Merger Sub shall extend the Offer from time to time for any period required by any Law or OrderLegal Requirement, or any rule, regulation, interpretation or position of the SEC SEC, the staff thereof or its staff or NASDAQ, in any such case that is NYSE applicable to the Offer; ; (Biii) Merger Sub shall have the right in the event that any of the conditions its sole discretion to extend the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of beyond any then then-scheduled expiration of the OfferOffer for one or more consecutive increments of up to five (5) business days each, Acquisition the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to the extent the Marketing Period shall not have been completed as of any such then-scheduled Expiration Date; and (iv) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions for successive extension periods an additional period of up to ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order business days per extension, to permit the satisfaction of all of the conditions such Offer Condition to be satisfied or waived. Notwithstanding anything to the Offer; and (C) contrary in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunderthis Section 1.1(c), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub Merger Sub: (1) be required to accept for payment, and pay for, Shares validly tendered (and not withdrawn) pursuant to the Offer until the Marketing Period shall have been completed; (2) be required to extend the Offer beyond the Termination earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8, (y) three (3) business days after the Proxy Statement Clearance Date and (z) the End Date. ; or (iii3) Neither Parent nor Acquisition Sub shall be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition . Merger Sub shall not terminate or withdraw the Offer prior to any scheduled Expiration Date without the then scheduled expiration prior written consent of the Offer unless Company except in the event that this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreementpursuant to Section 8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act, unless otherwise agreed to in writing by Parent and the Company (i) Unless such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration TimeDate”). In Subject to the event that Parties’ respective termination rights under Section 8: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, and if permitted under any applicable Legal Requirements, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer is extended pursuant on one or more occasions in consecutive increments, for additional periods of up to ten business days per extension (the length of such period to be determined by Purchaser in its sole discretion) or for such longer period as Parent and in accordance the Company may agree, to permit such Offer Condition to be satisfied; provided, however, that with respect to this Agreementclause (i), then without the prior written consent of the Company, Purchaser shall not be permitted to extend the Offer shall expire beyond the initial Expiration Date on more than two occasions, not to exceed an aggregate of twenty business days (with each such extension to be ten business days unless the date Company agrees otherwise), if all of the Offer Conditions have been satisfied or waived, other than the Minimum Condition and any Offer Conditions that by their nature are to be satisfied at the time to which the Offer has been so extended.Acceptance Time; (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub Purchaser shall extend the Offer from time to time for (A) any period required by any Law or Orderapplicable Legal Requirements, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQNasdaq or its staff, in any such case that is each case, applicable to the Offer; ; and (B) periods of up to ten business days per extension (or such fewer number of business days per extension as may be agreed in writing by Parent and the event that Company), until any waiting period (and any extension thereof) applicable to the consummation of the conditions to Offer under the HSR Act or any other Antitrust Laws or Foreign Investment Laws in a jurisdiction identified in Schedule 6.2(b), if any, shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer set forth on Annex A, other than the Minimum Condition, are Condition is not satisfied or waived (if permitted hereunder) as of any then scheduled expiration and has not been waived, at the request of the OfferCompany, Acquisition Sub Purchaser shall extend the Offer on one or more occasions in consecutive increments, for successive extension additional periods of up to ten (10) Business Days each business days per extension (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension such other period of ten (10) Business Days (or any longer period as may be approved in advance time agreed to by Parent and the Company), it being understood and agreed to permit such Offer Condition to be satisfied; provided, however, that Acquisition Sub with respect to this clause (iii), Purchaser shall not be required to extend the Offer pursuant to this clause (C) beyond the initial Expiration Date on more than two (2) occasions, but maynot to exceed an aggregate of twenty business days (with each such extension to be ten business days unless the Company agrees otherwise), in its sole discretionif all of the Offer Conditions have been satisfied or waived, elect other than the Minimum Condition and any Offer Conditions that by their nature are to do sobe satisfied at the Offer Acceptance Time; provided, howeverfurther, that with respect to the foregoing clauses (Ai), (Bii) or and (Ciii), Purchaser shall not: (1) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the earliest to occur of (A) the termination of this Agreement in compliance with Section 8 and (B) the Termination Date. Date (iiithe date of the earliest to occur of clauses (A) Neither Parent nor Acquisition Sub shall and (B), the “Extension Deadline”); or (2) be permitted to extend the Offer in any manner other than pursuant to and in accordance with beyond the provisions of Section 2.1(d)(ii) Extension Deadline without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.