Common use of Guaranteed Delivery Clause in Contracts

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - such tender is made by or through an Eligible Institution; - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - the Share Certificates (or a Book-Entry Confirmation) for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, Date or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: - such (i) the tender is made by or through an Eligible Institution; - (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalherewith, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - (iii) the Share Certificates (or a Book-Entry Confirmation) for all tendered Shares, in proper form for transfer, in each case or a Book-Entry Confirmation, together with the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, ) with any required signature guarantees guarantee (or, in the case of a book-book- entry transfer, an Agent's Message, ) and any other documents required by the such Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such the Notice of Guaranteed Delivery. The A "trading day" is any day on which the New York Stock Exchange, Inc. ("NYSE") is open for business. 6 Any Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offerhereof, payment for Shares accepted for payment purchased pursuant to the Offer will will, in all cases cases, be made only after timely receipt by the Depositary of (i) the Share Certificates therefor (evidencing such Shares, or a Book-Entry Confirmation of the transfer delivery of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Shares, (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees ) (or, in the case of a book-entry transfer, an Agent's Message, ) and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such Shares the foregoing materials are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the OfferBackup Federal Withholding Tax. To prevent such backup federal income tax withholding with respect to payments made payment to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") and certify certify, under penalty of perjury, that such TIN is correct and that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXYIf a stockholder does not provide such stockholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 31%. By executing All stockholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to Purchaser and the Depositary). Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Foreign stockholders, if exempt, should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 10 of the Letter of Transmittal. Appointment as Proxy; Distributions. By executing a Letter of Transmittal as set forth above, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of such stockholder's rights with respect to any the Shares tendered thereby by such stockholder and accepted for payment by Purchaser (and with respect to any and all non-cash dividends, distributions, rights, other Shares Shares, or other securities issued or issuable in respect of such Shares on or after November 16, 2001the date of the Merger Agreement). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such This appointment will be effective if, when, and only to the extent that, the Purchaser accepts the tendered such Shares for payment and deposits pursuant to the purchase price therefor with the DepositaryOffer. Upon such depositacceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executedgiven, will not be deemed effective). Upon such deposit by the Purchaser, the The designees of the Purchaser will, with respect to such the Shares and other securitiessecurities for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The , and Purchaser reserves the right to require that, in order for Shares or other securities to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the Shares Purchaser must be able to exercise full voting voting, consent and other rights of a record with respect to such Shares and beneficial holderother securities, including, without limitation, including voting at any meeting of stockholders or stockholders. Such powers of attorney and proxies will be irrevocable and will be granted in consideration of the purchase of the Shares by written consent Purchaser in lieu accordance with the terms of any such meeting.the Offer. 7

Guaranteed Delivery. If a stockholder desires you desire to tender Shares shares pursuant to our offer and the Offer and such stockholder's Share Certificates stock certificate(s) evidencing your shares are not immediately available or time will you cannot permit deliver your stock certificate(s) and all of the other required documents to reach the our Depositary prior to the Expiration Date, or you cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares your shares may nevertheless still be tendered, provided that all of the following conditions are satisfied: - such the tender is made by or through an Eligible Institutioneligible guarantor institution; - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittal, Delivery is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by our Depositary; and - the Share Certificates stock certificate(s) (or a Bookbook-Entry Confirmationentry confirmation) for evidencing all tendered Sharesshares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereofof the Letter of Transmittal), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal are received by our Depositary within three trading days after the date of execution of the Notice of Guaranteed Delivery. You may deliver your Notice of Guaranteed Delivery by hand or mail or by facsimile transmission to our Depositary. Your Notice of Guaranteed Delivery must include a guarantee by an eligible guarantor institution in the form set forth in the Notice of Guaranteed Delivery. In all cases, we will pay for shares tendered and accepted pursuant to our offer only after timely receipt by our Depositary of the stock certificate(s) evidencing shares, or a book-entry confirmation of the delivery of shares, and the Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. DETERMINATION OF VALIDITY. We will determine, are received in our sole discretion, all questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the Depositary within three Nasdaq trading days after the date acceptance for payment of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery which may be delivered by hand or transmitted by telegram, facsimile transmission or mail unlawful. We also reserve the absolute right to waive any condition of our offer to the Depositary extent permitted by applicable law and must include a guarantee by an Eligible Institution the merger agreement or any defect or irregularity in the form set forth in the Notice tender of Guaranteed Delivery. Notwithstanding any other provision shares of this Offerany particular stockholder, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (whether or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (not similar defects or a facsimile thereof), together with any required signature guarantees or, irregularities are waived in the case of a book-entry transferother stockholders. A TENDER OF SHARES WILL NOT HAVE BEEN VALIDLY MADE UNTIL ALL DEFECTS AND IRREGULARITIES HAVE BEEN CURED OR WAIVED. NEITHER WE, an Agent's MessageOUR PARENT, STC NOR ANY OF STC'S, OUR PARENT'S OR OUR RESPECTIVE AFFILIATES OR ASSIGNS, OUR DEALER MANAGER, OUR DEPOSITARY, OUR INFORMATION AGENT, OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN TENDERS OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY NOTIFICATION. Our interpretation of the terms and any other documents required by conditions of our offer (including the Letter of Transmittal. Accordingly, payment may not Transmittal and the instructions thereto) will be made final and binding If you tender your shares pursuant to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% any of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders procedures described above, it will constitute your acceptance of the purchase price terms and conditions of Shares purchased pursuant our offer, as well as your representation and warranty to us that (1) you have the Offerfull power and authority to tender, each such stockholder must provide sell, assign and transfer the Depositary with such stockholder's correct taxpayer identification number tendered shares (and certify that such stockholder is any and all other shares or other securities issued or issuable in respect of your shares), and (2) when we accept your shares for payment, we will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittalany adverse claims. OUR ACCEPTANCE OF YOUR SHARES PURSUANT TO ANY OF THE PROCEDURES DESCRIBED ABOVE WILL CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND US UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF OUR OFFER. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder you irrevocably appoints appoint our designees of the Purchaser as such stockholder's your agents, attorneys-in-fact and proxies proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, each with to the full power extent of substitution your rights with respect to any Shares tendered thereby the shares you tender and we accept for payment (and with respect to any and all other Shares shares or other securities issued or issuable in respect of such Shares on or after November 16October 27, 20012000). All such These powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Sharesshares. Such The appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares we accept your shares for payment and deposits the purchase price therefor with the Depositarypayment. Upon such depositour acceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time you with respect to such Shares your shares (and your other Shares shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001securities) willwill be revoked, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be consent executed by such stockholder you (and, if given or executed, will not be deemed to be effective). Upon such deposit by the Purchaser, the Our designees of the Purchaser will, with respect to such Shares and other securitiesthe shares for which the appointment is effective, be empowered to exercise all of your voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the CompanyConvergent's stockholders, stockholders or any adjournment or postponement thereofof that meeting, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves We reserve the right to require that, in order for Shares shares to be deemed validly tendered, immediately upon the Purchaser's our payment for such Sharesthe shares, the Purchaser we must be able to exercise full voting rights with respect to the shares (and the other rights of a record shares and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingsecurities).

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates certificates for Shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Dateavailable, or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares stockholder's tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - A. such tender is made by or through an Eligible Institution; - B. a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth Depositary as provided below, below prior to the Expiration Date; and - C. the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offerhereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (i) certificates for (or a timely Book-Entry Confirmation of the transfer of with respect to) such Shares into the Depositary's account at the Book-Entry Transfer Facility)Shares, (ii) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together ) with any required signature guarantees or, or an Agent's Message in the case of connection with a book-entry transfer, an Agent's Messagedelivery of Shares, and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper paid at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.different 5

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder's Share Certificates Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - such tender is made by or through an Eligible Institution; - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of TransmittalCompany, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Messageguarantees, and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by the Company. Notwithstanding any other provision of this OfferIn all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of the Share Certificates therefor (evidencing such Shares, or a Book-Entry Confirmation of the transfer delivery of such Shares into Shares, and the Depositary's account at the Book-Entry Transfer Facility)Letter of Transmittal, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof)executed, together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Messageguarantees, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If a stockholder A shareholder who desires to tender Shares pursuant to in the Offer and such stockholder's Share whose Certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to at or before the Expiration Date, Date or the procedure procedures for book-entry transfer cannot be completed on a timely basisat or before the Expiration Date, such may tender Shares may nevertheless be tendered, provided that by complying with all of the following conditions are satisfiedguaranteed delivery procedures: - • such tender is made by or through an Eligible Institution; - • the Depositary receives, as described below, a properly completed and duly executed signed Notice of Guaranteed DeliveryDelivery at or before the Expiration Date, substantially in the form provided made available by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DatePurchaser; and - • the Share Depositary receives Certificates (or a Book-Entry Confirmation) for representing all tendered Shares, in proper form for transfer, in each case transfer together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereofof the Letter of Transmittal), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message, ) and any other documents required by the Letter of Transmittal, are received by the Depositary Transmittal within three Nasdaq (3) trading days on the NASDAQ after the date of execution of such the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery may be made by mail or facsimile transmission to the Depositary. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this the Offer, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share (a) Certificates therefor (representing such Shares, or Book-Entry Confirmation of the a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)DTC, (b) a properly completed and duly executed Letter of Transmittal (or a facsimile thereofof the Letter of Transmittal), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may might not be made to all tendering stockholders shareholders of Arctic Cat at the same time time, and will depend upon when Share the Depositary receives Certificates or Book-Entry Confirmations of such Confirmation that Shares are received by have been transferred into the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder account at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingDTC.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available available, or time will who cannot permit comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - ​ • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation or indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Shares with respect to all such Shares), in each case together with the a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees ​ ​ TABLE OF CONTENTS (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NASDAQ is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision For purposes of this the Merger Agreement and the Offer, payment for unless otherwise mutually agreed to by Receptos and Purchaser, any Shares accepted for payment pursuant subject to Notices of Guaranteed Delivery will be deemed not to be validly tendered into the Offer unless and until the Shares underlying such Notices of Guaranteed Delivery are actually received in accordance with the terms of the Offer. The method of delivery of Shares, the Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents, including delivery through DTC, is at the election and sole risk of the tendering stockholder. Delivery of all such documents will in all cases be deemed made only after timely receipt when actually received by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees orincluding, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001Confirmation). All If such powers of attorney and proxies shall delivery is by mail, we recommend that all such documents be considered irrevocable and coupled sent by properly insured registered mail with an interest in the tendered Sharesreturn receipt requested. Such appointment will In all cases, sufficient time should be effective when, and only allowed to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingensure timely delivery.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share certificates evidencing such stockholder's Share Certificates Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by us. Notwithstanding any other provision of this Offer, payment to holders of Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Share Certificates, the Depositary mayLetter of Transmittal and all other required documents, under certain circumstancesincluding delivery through the Book-Entry Transfer Facility, be required to withhold 30.5% is at the option and risk of the amount tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of any payments made a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to certain stockholders ensure timely delivery. The tender of Shares pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders any one of the purchase price procedures described above will constitute the tendering stockholder's acceptance of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such tendering stockholder's correct taxpayer identification number representation and certify warranty that such stockholder is not subject has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingOffer.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder's Share Certificates ’s Shares are not immediately available or time will such stockholder cannot permit deliver all of the other required documents to reach the Depositary on or prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, on or prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (if any) (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's ’s Message), and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three two Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made only after timely receipt by the Depositary of (i) Share Certificates therefor (or evidencing Table of Contents such Shares or, if the Shares are held via a book entry at DTC, a Book-Entry Confirmation of the a book-entry transfer of such Shares into the Depositary's ’s account at DTC pursuant to the Book-Entry Transfer Facility)procedures set forth in this Section 3, a properly completed and duly executed (ii) the Letter of Transmittal (or a manually signed facsimile thereof), together properly completed and duly executed, with any required signature guarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of TransmittalTransmittal and such other documents. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when the Share Certificates (if any) and Letter of Transmittal, or Book-Entry Confirmations of such and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGTHE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. Under the U.S. federal income tax lawsDELIVERY OF THE SHARES (OR SHARE CERTIFICATES), the Depositary mayTHE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, under certain circumstancesAND RISK OF LOSS THEREOF SHALL PASS, be required ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. The tender of Shares pursuant to withhold 30.5% any one of the amount procedures described above will constitute the tendering stockholder’s acceptance of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such tendering stockholder's correct taxpayer identification number ’s representation and certify warranty that such stockholder is not subject has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingOffer.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available or time will and cannot permit all of the required documents be delivered to reach the Depositary on or prior to the Expiration DateTime, or who cannot complete the procedure for book-entry transfer on or prior to the Expiration Time, or who cannot be completed deliver all required documents to the Depositary on a timely basisor prior to the Expiration Time, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) on or prior to the Expiration DateTime; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NASDAQ is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted to the Depositary by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any The method of delivery of Share Certificates, the Letter of Transmittal and all other provision required documents, including delivery through DTC, is at the option and risk of this Offerthe tendering stockholder, payment for Shares accepted for payment pursuant to and the Offer delivery of all such documents will in all cases be deemed made (and the risk of loss and the title of Share Certificates will pass) only after timely receipt when actually received by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees orincluding, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter receipt of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or a Book-Entry Confirmations of such Shares are received Confirmation). If delivery is by the Depositarymail, registered mail with return receipt requested, properly insured, is recommended. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsIn all cases, the Depositary may, under certain circumstances, sufficient time should be required allowed to withhold 30.5% of the amount of any payments made to certain stockholders pursuant ensure timely delivery on or prior to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingExpiration Time.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available available, or time will who cannot permit comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all of the required documents to reach the Depositary prior to the Expiration DateTime, or the procedure for book-entry transfer cannot be completed on a timely basis, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration DateTime; and - Table of Contents • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the Nasdaq is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for The Merger Agreement provides that Shares accepted for payment tendered pursuant to the guaranteed delivery procedures shall be deemed not to be validly tendered into the Offer (including for purposes of the Minimum Condition) unless and until Shares underlying such notices of guaranteed delivery are delivered to the Depositary. The method of delivery of Shares, the Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents, including delivery through DTC, is at the election and sole risk of the tendering stockholder. Delivery of all such documents will in all cases be deemed made only after timely receipt when actually received by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees orincluding, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001Confirmation). All If such powers of attorney and proxies shall delivery is by mail, we recommend that all such documents be considered irrevocable and coupled sent by properly insured registered mail with an interest in the tendered Sharesreturn receipt requested. Such appointment will In all cases, sufficient time should be effective when, and only allowed to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingensure timely delivery.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share certificates evidencing such stockholder's Share Certificates ’s Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - 5 Table of Contents • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by the Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Shares, the Depositary mayLetter of Transmittal and all other required documents, under certain circumstancesincluding delivery through DTC, be required to withhold 30.5% is at the option and risk of the amount tendering stockholder, and the delivery of any payments all such documents will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to certain stockholders ensure timely delivery. The tender of Shares pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders any one of the purchase price procedures described above will constitute the tendering stockholder’s acceptance of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such tendering stockholder's correct taxpayer identification number ’s representation and certify warranty that such stockholder is not subject has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingOffer.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates certificates for Shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Dateavailable, or the procedure for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares stockholder's tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - (a) such tender is made by or through an Eligible Institution; - (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalherewith, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - (c) the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message, ) and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the New York Stock Exchange, Inc. (the "NYSE") is open for business. The Notice of Guaranteed Delivery may be delivered by hand hand, or transmitted by telegram, facsimile transmission or mail mail, to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offerhereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (a) certificates for (or a timely Book-Entry Confirmation of the transfer of with respect to) such Shares into the Depositary's account at the Book-Entry Transfer Facility)Shares, (b) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agent's Message, Message and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates certificates for Shares or Book-Entry Confirmations of such Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR THE SHARES TO BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required The valid tender of Shares pursuant to withhold 30.5% one of the amount procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXYAppointment. By executing the a Letter of TransmittalTransmittal as set forth above, a the tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of such stockholder's rights with respect to any the Shares tendered thereby (by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after November 16October 14, 2001)1997. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares 5 8 for payment and deposits the purchase price therefor with the DepositaryShares tendered by such stockholder as provided herein. Upon such depositacceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and or other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) rights will, without further action, be revoked, revoked and no subsequent powers of attorney or and proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executedgiven, will not be deemed effective). Upon such deposit by the Purchaser, the The designees of the Purchaser will, will thereby be empowered to exercise voting and other rights with respect to such Shares and or other securitiessecurities or rights in respect of any annual, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual special or special adjourned meeting of the Company's stockholders, or any adjournment or postponement thereofotherwise, or by written consent as they in lieu of any such meeting or otherwisetheir sole discretion deem proper. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting and other rights of a record with respect to such Shares and beneficial holderother securities or rights, including, without limitation, including voting at any meeting of stockholders or by written consent in lieu then scheduled. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by Purchaser in its sole discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares, whether or not similar defects or irregularities are waived with respect to other Shares. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Purchaser, Parent, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such meetingnotification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Backup Federal Income Tax Withholding. To prevent backup federal income tax withholding on payments of cash pursuant to the Offer, each stockholder surrendering Shares in the Offer must provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify that such TIN is correct and that such stockholder is not subject to backup federal income tax withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup federal income tax withholding. If a stockholder does not provide its correct TIN or fails to provide the certifications described above, the Internal Revenue Service ("IRS") may impose a penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 31%. All stockholders surrendering Shares pursuant to the Offer should complete and sign the main signature box and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup federal income tax withholding (unless an applicable exemption exists and is proved in a manner satisfactory to Purchaser and the Depositary). Non-corporate foreign stockholders should complete and sign the main signature box and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup federal income tax withholding. See Section 5 of this Offer to Purchase and Instruction 11 to the Letter of Transmittal. 3.

Guaranteed Delivery. If a stockholder desires you wish to tender Shares pursuant to the Offer and cannot deliver such stockholder's Share Certificates are not immediately available or time will not permit Shares and all of the other required documents to reach the Depositary prior to by the Expiration Date, Date or cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, you may nevertheless tender such Shares may nevertheless be tendered, provided that if all of the following conditions are satisfiedmet: - • such tender is made by or through an Eligible InstitutionInstitution (as defined below); - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially Delivery in the form provided by the Purchaser us with the Letter of Transmittal, this Offer to Purchase is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, prior to ) by the Expiration Date; and - • the Share Certificates certificates for all such validly tendered Shares (or a Book-Entry ConfirmationConfirmation into the Depositary’s account at DTC), together with a properly completed and duly executed Letter of Transmittal together with any required signature guarantee (or an Agent’s Message) and any other required documents, are received by the Depositary within three (3) NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be transmitted by overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution (as defined below) in the form set forth in such Notice. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Expiration Date. Guarantee of Signatures. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered Sharesis to be issued in, the name of a person other than the registered holder, then the Share Certificate must be endorsed or accompanied by duly executed stock powers, in proper form either case signed exactly as the name of the registered holder appears on the Share Certificate, with the signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal. Notwithstanding any other provision of this Offer, payment for transferShares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Share Certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant Table of Contents to the procedures set forth in this Section 3, in each case together with (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Share Certificates, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any Transmittal and all other Shares or other securities issued or issuable required documents, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery of all such documents will be deemed made (and the risk of loss and the title of Share Certificates will pass) only when actually received by the Depositary (including, in respect the case of such Shares on or after November 16a book-entry transfer, 2001receipt of a Book-Entry Confirmation). All such powers of attorney and proxies shall If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only allowed to ensure timely delivery prior to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingExpiration Date.

Guaranteed Delivery. If a Datascope stockholder desires wants to tender Shares pursuant to in the Offer and such stockholder's his or her Share Certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to on or before the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basistime, such the stockholder’s Shares may nevertheless be tendered, provided that tendered if he or she complies with all of the following conditions are satisfiedguaranteed delivery procedures: - such • the tender is made by or through an Eligible Institution; - • the Depositary receives, on or before the Expiration Date, as described below, a properly completed and duly executed signed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DatePurchaser; and - • the Depositary receives the Share Certificates (or a Book-Entry Confirmation) for representing all tendered Shares, Shares in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry 6 Table of Contents transfer, an Agent's ’s Message, ) and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq NASDAQ trading days after the date of execution of such the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery may be made by hand, mail or facsimile transmission to the Depositary. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this the Offer, payment Purchaser will pay for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) Share Certificates therefor (for, or Book-Entry Confirmation of with respect to, the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Shares, (ii) a properly completed and duly executed Letter of Transmittal (or a facsimile thereoffacsimile), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's ’s Message, ) and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may might not be made to all tendering Datascope stockholders at the same time time, and the timing of payment will depend upon on when the Depositary receives Share Certificates or Book-Entry Confirmations of such Confirmation that the Shares are received by have been transferred into the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under ’s account at the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneysBook-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingEntry Transfer Facility.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share certificates evidencing such stockholder's Share Certificates ’s Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three NASDAQ Stock Market trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by us. Notwithstanding any other provision of this Offer, payment to holders of Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Share Certificates, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any Transmittal and all other Shares or other securities issued or issuable in respect required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of such Shares on or after November 16the tendering stockholder, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment delivery will be effective when, and deemed made only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit when actually received by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, Depositary (including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.in

Guaranteed Delivery. If a stockholder desires you wish to tender Shares pursuant to the Offer and such stockholder's Share Certificates your certificates for Shares are not immediately available available, or time will you cannot permit comply with the procedure for book-entry transfer on a timely basis, or you cannot deliver all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such you may tender your Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's MessageMessage in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the New York Stock Exchange is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any The method of delivery of Shares, the Letter of Transmittal and all other provision required documents, including delivery through DTC, is at your election and risk. Delivery of this Offer, payment for Shares accepted for payment pursuant to the Offer all such documents will in all cases be deemed made only after timely receipt when actually received by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees orincluding, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001Confirmation). All If such powers of attorney and proxies shall be considered irrevocable and coupled delivery is by mail, we recommend that you send all such documents by properly insured registered mail with an interest in the tendered Sharesreturn receipt requested. Such appointment will be effective whenIn all cases, and only please allow sufficient time to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingensure timely delivery.

Guaranteed Delivery. If a stockholder Holder desires to tender Shares Notes pursuant to the Tender Offer and such stockholder's Share Certificates are Holder cannot immediately available or time will not permit all of complete the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisat or prior to the Expiration Time, such Shares Holder may nevertheless be tendered, provided that effect a tender of Notes if all of the following conditions are satisfiedcomplied with: - • such tender is made by or through an Eligible Institution (defined below); • at or prior to the Expiration Time, the Depositary and Information Agent has received from such Eligible Institution; - , at the address of the Depositary and Information Agent set forth on the back cover of this Offer to Purchase, a physical copy of a properly completed and duly executed Notice of Guaranteed DeliveryDelivery (by manually signed facsimile transmission, mail or hand delivery) in substantially in the form provided by the Purchaser with Offeror setting forth the Letter name and address of Transmittalthe DTC participant tendering Notes of behalf of the Holder(s) and the principal amount of Notes being tendered, and representing that the Holder(s) own such Notes, and the tender is received by being made thereby and guaranteeing that, no later than the Depositary, in accordance with close of business on the procedure set forth as provided below, prior to second business day after the Expiration Date; and - the Share Certificates (or Time, a Book-Entry Confirmation) for all tendered Sharesproperly transmitted Agent’s Message, in proper form for transfer, in each case together with the Letter confirmation of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an transfer thereof pursuant to the procedures set forth under “—How to Tender Notes,” will be deposited by such Eligible Institution with the Depositary and Information Agent's ; and • a properly transmitted Agent’s Message, together with confirmation of book-entry transfer thereof pursuant to the procedures set forth under “—How to Tender Notes,” and any all other required documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days and Information Agent no later than the close of business on the second business day after the date of execution of such Notice of Guaranteed DeliveryExpiration Time. The If DTC’s ATOP procedures are used, the DTC participant need not complete and physically deliver the Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail Form to the Depositary and must include a guarantee Information Agent. However, you will be bound by an Eligible Institution the terms of the Tender Offer. Guaranteed Deliveries may be submitted only in authorized denominations. Interest will cease to accrue on the Settlement Date for all Notes accepted in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Tender Offer, payment for Shares accepted for payment pursuant to including those tendered through the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingGuaranteed Delivery Procedures.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to in the Offer and such stockholder's the Share Certificates are certificates and all other required documents cannot immediately available be delivered to the Depositary prior to the Expiration Date, if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date, or if time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot stockholder’s tender may still be completed on a timely basis, such Shares may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - such • the tender is made by or through an Eligible Institution; - ​ • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure Depositary at one of its addresses set forth as provided below, on the back cover of this Offer to Purchase prior to the Expiration Date; and - ​ • the Share Certificates certificates (or a Book-Entry Confirmation) for all tendered Shares), in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message if submitted in lieu of a Letter of Transmittal), and any other documents required by the Letter of Transmittal, are received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase within three Nasdaq two trading days after the date of execution of such the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the NASDAQ Capital Market. ​ The Notice of Guaranteed Delivery may be delivered by hand courier or transmitted by telegram, facsimile transmission or mail (or if sent by DTC, a message transmitted through electronic means in accordance with the usual procedures of DTC and the Depositary; provided, however, that if the notice is sent by DTC through electronic means, it must state that DTC has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be Delivery made only after timely receipt available by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If You may not tender your Shares using a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on guaranteed delivery procedure. Appointment as Proxy. By executing a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - such tender is made by or through an Eligible Institution; - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - the Share Certificates (or a Book-Entry Confirmation) for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, by delivery of an Agent's Message, and any other documents required by the ’s Message in lieu of a Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder will irrevocably appoints appoint our designees of the Purchaser as such stockholder's ’s agents, attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of such stockholder’s rights with respect to any the Shares tendered thereby by such stockholder and accepted for payment by Purchaser (and with respect to any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares thereof on or after November 16the date hereof (collectively, 2001“Distributions”)). All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered such Shares for payment and deposits the purchase price therefor with the Depositarypayment. Upon the effectiveness of such depositappointment, all prior powers of attorney attorney, proxies and proxies consents given by such stockholder at any time with respect to such Shares (and other Shares any and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001all Distributions) will, without further action, be revoked, revoked and no subsequent powers of attorney attorney, proxies, consents or proxies revocations may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the Our designees of the Purchaser will, with respect to such Shares and other securities, will be empowered to exercise all voting and other rights with respect to such Shares (and any and all Distributions), including, without limitation, in respect of such stockholder as they in their sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of the Company's HeartWare’s stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves the right to require that, in In order for the Shares to be deemed validly tendered, immediately upon the Purchaser's ’s acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting voting, consent and other rights of a record with respect to such Shares (and beneficial holderany and all Distributions), including, without limitation, voting at any meeting of stockholders or by written consent in lieu HeartWare’s stockholders. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any such meetingmeeting of HeartWare’s stockholders.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder's Share Certificates ’s Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basisprior to the Expiration Date, such Shares may nevertheless be tendered, ; provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal, together with any required signature guarantees (or, in the case of a book-entry transfertransfer of Shares, either such Letter of Transmittal or an Agent's Message’s Message in lieu of such Letter of Transmittal), and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three Nasdaq NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery. The A Notice of Guaranteed Delivery may be delivered by hand overnight courier or transmitted by telegram, facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by us. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in In the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsheld through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary may, under certain circumstances, be required to withhold 30.5% by a participant by means of the amount confirmation system of any payments made to certain stockholders pursuant to the OfferDTC. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect by a Notice of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, Guaranteed Delivery will not be deemed effective). Upon validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such deposit Notice of Guaranteed Delivery are delivered to the Depositary unless otherwise mutually agreed by the Purchaser, the designees of the Purchaser will, with respect to such Shares us and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSantarus.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to in the Offer offer and such stockholder's the Share Certificates certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the Depositary before the Expiration Date, such Shares the stockholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfiedmet: - such • the tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to before the Expiration Date; and - • the Share Certificates certificates (or a Book-Entry Confirmation) for all tendered Shares), in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedexecuted letter of transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message if submitted in lieu of a letter of transmittal), and any other documents required by the Letter letter of Transmittal, transmittal are received by the Depositary within three Nasdaq trading days after the date of execution of such the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the NASDAQ Global Market. The Notice of Guaranteed Delivery may be delivered by hand courier or transmitted by telegram, facsimile transmission or mail (or if sent by the Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be Delivery made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit available by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to shares of OpticNet common stock in the Offer and such stockholder's Share Certificates certificates representing such shares are not immediately available available, or the book-entry transfer procedures described above under the caption "Book-Entry Transfer" cannot be completed on a timely basis, or time will 18 not permit all of the required documents to reach the Depositary prior to the Expiration Date, or Date of the procedure for book-entry transfer cannot be completed on a timely basisOffer, such Shares stockholder may nevertheless be tendered, provided that tender such shares of OpticNet common stock if all of the following conditions are satisfiedmet: - such tender is made by or through an Eligible InstitutionInstitution (as described above under the caption "Signature Guarantees"); - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser enclosed with the Letter of Transmittalthis Offer to Purchase, is received by the Depositary, in accordance with Depositary at one of its addresses listed on the procedure set forth as provided below, back cover of this Offer to Purchase prior to the Expiration DateDate of the Offer; and - either (i) the Share Certificates (or a Book-Entry Confirmation) for all certificates representing tendered Sharesshares of OpticNet common stock being tendered in the Offer, in proper form for transfer, in each case together with the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile thereofcopy of it), properly completed and duly executed, with and any required signature guarantees or(as described above under the caption "Signature Guarantees"), and any other required documents, are received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfertransfer effected pursuant to the book-entry transfer procedures described above under the caption "Book-Entry Transfer," (1) either the Letter of Transmittal enclosed with this Offer to Purchase (or facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described above under the caption "Signature Guarantees"), or an Agent's MessageMessage (as described above under the caption "Book-Entry Transfer"), and any other documents required by the Letter of Transmittaldocuments, are is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase and (2) such shares are delivered pursuant to the book-entry transfer procedures described above under the caption "Book-Entry Transfer" and a Book-Entry Confirmation (as described above under the caption "Book-Entry Transfer") is received by the Depositary, in each case within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which The Nasdaq National Market is open for business. The Notice of Guaranteed Delivery described above may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Depositary, and must include a guarantee by an Eligible Institution (as described above under the caption "Signature Guarantees") in the form set forth in the such Notice of Guaranteed Delivery. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. The method of delivery of share certificates, the Letter of Transmittal and all other required documents is at the option and risk of the tendering stockholder, and delivery will be made only when actually received by the Depositary. OTHER REQUIREMENTS Notwithstanding any other provision of this Offerhereof, in all cases payment for Shares shares of OpticNet common stock that are accepted for payment pursuant to in the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (the following: - certificates for such shares, or a timely Book-Entry Confirmation of (as described above under the transfer of such Shares into the Depositary's account at the caption "Book-Entry Transfer FacilityTransfer") with respect to such shares; - the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof)executed, together with any required signature guarantees or(as described above under the caption "Signature Guarantees"), or in the case of a bookBook-entry transferEntry Transfer, an Agent's MessageMessage in lieu of the Letter of Transmittal, as described above under the caption "Book-Entry Transfer"); and - any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates certificates for shares of OpticNet common stock being tendered in the Offer or Book-Entry Confirmations with respect to shares of such Shares OpticNet common stock being tendered in the Offer are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY THE PURCHASER ON THE OFFER PRICE PAYABLE IN RESPECT OF SHARES OF OPTICNET COMMON STOCK BEING TENDERED IN THE OFFER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number APPOINTMENT By executing and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in returning the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), or in the case of a book-entry transfer, by delivery of an Agent's Message in lieu of the Letter of Transmittal, Transmittal as described above under the caption "Book-Entry Transfer," a stockholder tendering stockholder shares of OpticNet common stock in the Offer will be irrevocably appoints appointing designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth described in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of such stockholder's rights with respect to any Shares the shares of OpticNet common stock being tendered thereby (by such stockholder and accepted for payment by the Purchaser and with respect to any and all other Shares shares of OpticNet common stock or other securities or rights issued or issuable in respect of such Shares shares on or after November 16, 2001)the date of this Offer to Purchase. All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Sharesshares of OpticNet common stock being tendered. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositaryshares of OpticNet common stock being tendered by such stockholder as provided in this Offer to Purchase. Upon the effectiveness of such depositappointment, all prior powers of attorney attorney, proxies and proxies consents given by such stockholder at any time with respect to such Shares (and shares of OpticNet common stock or other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) rights will, without further action, be revoked, revoked and no subsequent powers of attorney attorney, proxies, consents or proxies revocations may be given nor any subsequent written consents be executed by such stockholder (and, if given or executedgiven, will not be deemed effective). Upon such deposit by the Purchaser, the The designees of the Purchaser will, with respect to such Shares and other securities, will thereby be empowered to exercise all voting and other rights with respect to such shares of such stockholder as they OpticNet common stock and other securities or rights in their sole discretion may deem proper at respect of any annual annual, special or special adjourned meeting of the CompanyOpticNet's stockholders, or any adjournment or postponement thereof, or actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves the right to require that, in order for Shares shares of OpticNet common stock to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Sharesshares, the Purchaser must be able to exercise full voting voting, consent and other rights of a record with respect to such shares and beneficial holderother securities or rights, including, without limitation, including voting at any meeting of stockholders or by written consent in lieu stockholders. DETERMINATION OF VALIDITY All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of shares of OpticNet common stock in the Offer will be determined by the Purchaser in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of shares of OpticNet common stock determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any shares of OpticNet common stock of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of OpticNet common stock in the Offer will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, BEI, OpticNet, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such meetingnotification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offer) will be final and binding. BACKUP WITHHOLDING In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder whose shares of OpticNet common stock are accepted for payment in the Offer who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is 20 not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the United States Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding at a rate of 28%. All stockholders tendering shares of OpticNet common stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return to the Depositary the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, copies of which may be obtained by contacting the Depositary, to provide the information and certification necessary to avoid backup withholding. See Instruction 9 to the Letter of Transmittal enclosed with this Offer to Purchase.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to shares of OpticNet common stock in the Offer and such stockholder's Share Certificates certificates representing such shares are not immediately available available, or the book-entry transfer procedures described above under the caption "Book-Entry Transfer" cannot be completed on a timely basis, or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or Date of the procedure for book-entry transfer cannot be completed on a timely basisOffer, such Shares stockholder may nevertheless be tendered, provided that tender such shares of OpticNet common stock if all of the following conditions are satisfiedmet: - such tender is made by or through an Eligible InstitutionInstitution (as described above under the caption "Signature Guarantees"); - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser enclosed with the Letter of Transmittalthis Offer to Purchase, is received by the Depositary, in accordance with Depositary at one of its addresses listed on the procedure set forth as provided below, back cover of this Offer to Purchase prior to the Expiration DateDate of the Offer; and - either (i) the Share Certificates (or a Book-Entry Confirmation) for all certificates representing tendered Sharesshares of OpticNet common stock being tendered in the Offer, in proper form for transfer, in each case together with the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile thereofcopy of it), properly completed and duly executed, with and any required signature guarantees or(as described above under the caption "Signature Guarantees"), and any other required documents, are received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfertransfer effected pursuant to the book-entry transfer procedures described above under the caption "Book-Entry Transfer," (1) either the Letter of Transmittal enclosed with this Offer to Purchase (or facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described above under the caption "Signature Guarantees"), or an Agent's MessageMessage (as described above under the caption "Book-Entry Transfer"), and any other documents required by the Letter of Transmittaldocuments, are is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase and (2) such shares are delivered pursuant to the book-entry transfer procedures described above under the caption "Book-Entry Transfer" and a Book-Entry Confirmation (as described above under the caption "Book-Entry Transfer") is received by the Depositary, in each case within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which The Nasdaq National Market is open for business. The Notice of Guaranteed Delivery described above may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Depositary, and must include a guarantee by an Eligible Institution (as described above under the caption "Signature Guarantees") in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. The method of delivery of share certificates, the Letter of Transmittal and all other provision required documents is at the option and risk of this Offerthe tendering stockholder, payment for Shares accepted for payment pursuant to the Offer and delivery will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates certificates for Shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, Date or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfiedduly complied with: - such (i) the tender is made by or through an Eligible Institution; - (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalherewith, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - (iii) the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation), in each case together with the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees guarantees, or, in the case of a book-book- entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three Nasdaq National Market ("NNM") trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which NNM is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE STOCKHOLDER TENDERING SUCH SHARES. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Notwithstanding any other provision of this Offerhereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (i) certificates for such Shares or a Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Confirmation, (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any all required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agent's Message, Message and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders the payment of the purchase price of Offer Price for Shares purchased pursuant to the Offer, each such tendering stockholder must generally provide the Depositary with such stockholder's his or her correct taxpayer identification number ("TIN") and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing See Section 5 of this Offer to Purchase and Instruction 8 to the Letter of Transmittal. If the stockholder is a nonresident alien or foreign entity not subject to back-up withholding, the stockholder must give the Depositary a tendering stockholder irrevocably appoints designees completed Form W-8 Certificate of Foreign Status prior to receipt of any payments. DETERMINATION OF VALIDITY. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, and its determination will be final and binding on all parties. Purchaser reserves the absolute right to reject any or all tenders of any Shares that are determined by it not to be in proper form or the acceptance of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect conditions of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholdersOffer, or any adjournment defect or postponement thereof, or by written consent irregularity in lieu the tender of any such meeting or otherwiseShares. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, interpretation of the Purchaser must be able to exercise full voting terms and other rights conditions of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.the Offer 7

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available or time will and cannot permit all of the required documents be delivered to reach the Depositary on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on or prior to the Expiration Date, or who cannot be completed deliver all required documents to the Depositary on a timely basisor prior to the Expiration Date, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) on or prior to the Expiration Date; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's MessageMessage in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the NYSE is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any The method of delivery of Share Certificates, the Letter of Transmittal and all other provision required documents, including delivery through DTC, is at the option and risk of this Offerthe tendering stockholder, payment for Shares accepted for payment pursuant to and the Offer delivery of all such documents will in all cases be deemed made (and the risk of loss and the title of Share Certificates will pass) only after timely receipt when actually received by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees orincluding, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter receipt of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or a Book-Entry Confirmations of such Shares are received Confirmation). If delivery is by the Depositarymail, registered mail with return receipt requested, properly insured, is recommended. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsIn all cases, the Depositary may, under certain circumstances, sufficient time should be required allowed to withhold 30.5% of the amount of any payments made to certain stockholders pursuant ensure timely delivery on or prior to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingExpiration Date.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholderholder's Share Certificates certificates are not immediately available available, or time will not permit all of the required documents to reach the Depositary on or prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfiedmet: - (i) such tender is tenders are made by or through an Eligible Institution; - (ii) a properly completed and duly executed Notice of Guaranteed Delivery, Delivery substantially in the form provided by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth Depositary as provided below, prior to below by the Expiration Date; and - (iii) the Share Certificates certificates for all tendered Shares in proper form for transfer (or a Book-Entry Confirmation) for all tendered Shares), in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, ) with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, guarantee and any other documents 6 required by the Letter of Transmittal, or an Agent's Message, are received by the Depositary within three Nasdaq NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand hand, or may be transmitted by telegramfacsimile transmission, facsimile transmission or mail by mail, to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this OfferIn all cases, payment for Shares accepted for payment tendered and purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor certificates for such Shares (or a timely Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer FacilityConfirmation), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, ) and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXYOTHER REQUIREMENTS. By executing the a Letter of TransmittalTransmittal as set forth above, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies his proxies, in the manner set forth in the Letter of Transmittal, each with to the full power extent of substitution such stockholder's rights with respect to any the Shares tendered thereby by such stockholder and purchased by the Purchaser (and with respect to any and all other Shares or and other securities issued or issuable in respect of such Shares thereof on or after November 16October 9, 2001)1996) prior to the time of any stockholder vote or other action. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered such Shares for payment and deposits the purchase price therefor with the Depositarypayment. Upon such depositappointment, all prior powers of attorney and proxies given by such stockholder at any time with respect to such purchased Shares (and or other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, will be revoked, revoked and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective)given. Upon such deposit by the Purchaser, the The designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they they, in their sole discretion discretion, may deem proper at any annual annual, special or special adjourned meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting including rights in respect of stockholders or acting by written consent in lieu consent, with respect to such Shares (and any and all other securities as set forth above). THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS TO BE BY MAIL, INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED IS RECOMMENDED. AMPLE TIME SHOULD BE ALLOWED FOR SUCH DOCUMENTS TO REACH THE DEPOSITARY. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 4, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. BACK-UP FEDERAL INCOME TAX WITHHOLDING. Under the federal income tax laws, the Depositary will be required to withhold 31% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such meeting.backup federal income tax withholding, each such stockholder must provide the Depositary with his correct taxpayer identification number and certify that such stockholder is not subject to such backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. DETERMINATION OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser and Parent, in their sole discretion, whose determination will be final and binding. The Purchaser and Parent reserve the absolute right to reject any or all tenders determined by them not to be in proper form or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser and Parent also reserve the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any particular stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Parent, the Purchaser, the Dealer Manager, the Depositary or the Information Agent will be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. The Purchaser's and Xxxxxx's interpretation of the terms and 7

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to in the Offer and such stockholder's the Share Certificates certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the Depositary before the Expiration Date, such Shares the stockholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfiedmet: - such • the tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to before the Expiration Date; and - • the Share Certificates certificates (or a Book-Entry Confirmation) for all tendered Shares), in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of a Letter of Transmittal), and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three Nasdaq trading days after the date of execution of such the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the NASDAQ Global Select Market. The Notice of Guaranteed Delivery may be delivered by hand courier or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or if sent by a Book-Entry Confirmation Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Facility and the Depositary; provided, however, that if the notice is sent by a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received by an express acknowledgment from the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares participant on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.whose behalf

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available available, or time will who cannot permit comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - ​ • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation or indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Shares with respect to all such Shares), in each case together with the a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq two trading days after the date of execution receipt by the Depositary of such Notice of Guaranteed Delivery. A “trading day” is any day on which NASDAQ is open for business. ​ The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation For purposes of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed Merger Agreement and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number unless otherwise mutually agreed to by Xxxx and certify that such stockholder is not Purchaser, any Shares subject to backup federal income tax withholding by completing Notices of Guaranteed Delivery will be deemed not to be validly tendered into the Substitute Form W-9 included Offer unless and until the Shares underlying such Notices of Guaranteed Delivery are actually received in accordance with the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees terms of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingOffer.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder's Share Certificates ’s Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary on or prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, on or prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's ’s Message), and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three Nasdaq New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made only after timely receipt by the Depositary of Share Certificates therefor (i) certificates evidencing such Shares or a Book-Entry Confirmation of the a book-entry transfer of such Shares into the Depositary's ’s account at DTC pursuant to the Book-Entry Transfer Facility)procedures set forth in this Section 3, a properly completed and duly executed (ii) the Letter of Transmittal (or a manually signed facsimile thereof), together properly completed and duly executed, with any required signature guarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of TransmittalTransmittal and such other documents. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations of such and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGTHE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. Under the U.S. federal income tax lawsDELIVERY OF THE SHARES (OR SHARE CERTIFICATES), the Depositary mayTHE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, under certain circumstancesAND RISK OF LOSS THEREOF SHALL PASS, be required ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. The tender of Shares pursuant to withhold 30.5% any one of the amount procedures described above will constitute the tendering stockholder’s acceptance of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each as well as the tendering stockholder’s representation and warranty that Table of Contents such stockholder must provide has the Depositary with such stockholder's correct taxpayer identification number full power and certify that such stockholder is not subject authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingOffer.

Guaranteed Delivery. If a stockholder shareholder desires to tender Shares pursuant to the Offer and such stockholder's the Share Certificates evidencing such shareholder’s Shares are not immediately available or time will such shareholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such shareholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile Table of Contents thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days (on the NASDAQ Global Market) after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Share Certificates evidencing such Shares or a Book-Entry Confirmation of the transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3; (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary ; and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment tendering shareholders may not be made to all tendering stockholders paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Shares, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any Transmittal and all other Shares or other securities issued or issuable required documents, including delivery through DTC, is at the option and risk of the tendering shareholder, and the delivery of all such documents will be deemed made only when actually received by the Depositary (including, in respect the case of such Shares on or after November 16a book-entry transfer, 2001receipt of a Book-Entry Confirmation). All such powers of attorney and proxies shall If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only allowed to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingensure timely delivery.

Guaranteed Delivery. If a stockholder shareholder desires to tender Shares pursuant to the Offer and such stockholdershareholder's Share Certificates certificates for Shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, Date or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfiedduly complied with: - such (i) the tender is made by or through an Eligible Institution; - (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalOfferor herewith, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - (iii) the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation), in each case together with the a properly completed and duly executed Letter of Transmittal (or a 5 8 manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three (3) Nasdaq National Market trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Notwithstanding any other provision of this Offerhereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be by made only after timely receipt by the Depositary of Share Certificates therefor (i) certificates for such Shares or a Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Confirmation, (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any all required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agent's Message, Message and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT OF THE PURCHASE PRICE FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH HIS OR HER CORRECT TAX IDENTIFICATION NUMBER ("TIN") AND CERTIFY THAT HE OR SHE IS NOT SUBJECT TO BACKUP FEDERAL WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE THE INSTRUCTIONS SET FORTH IN THE LETTER OF TRANSMITTAL. Determination of Validity. All questions as to the U.S. federal income tax lawsform of documents and the validity, eligibility (including timeliness and receipt) and acceptance for payment of any tender of Shares will be determined by the Depositary Offeror, in its sole discretion, and its determination will be final and binding on all parties. The Offeror reserves the absolute right to reject any or all tenders of any Shares that are determined by it not to be in proper form or the acceptance of or payment for which may, under certain circumstancesin the opinion of the Offeror, be required unlawful. The Offeror also reserves the absolute right to withhold 30.5% waive any of the amount conditions of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included limitations set forth in the Merger Agreement, or any defect or irregularity in the tender of any Shares. The Offeror's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions to the Letter of Transmittal) will be final and binding on all parties. APPOINTMENT AS PROXYNo tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. The Offeror, BUSA, the Parent, the Dealer Manager, the Information Agent, the Depositary or any other person will not be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Other Requirements. By executing the Letter of TransmittalTransmittal as set forth above, a tendering stockholder shareholder irrevocably appoints designees of the Purchaser Offeror as such stockholdershareholder's attorneys-in-fact and proxies proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, each with to the full power extent of substitution such shareholder's rights with respect to any the Shares tendered thereby by such shareholder and accepted for payment by the Offeror (and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after November 16February 27, 20011996). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such This appointment will be is effective when, and only to the extent that, the Purchaser Offeror accepts the tendered Shares for payment and deposits the purchase price therefor Shares deposited with the Depositary. Upon such depositacceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time the shareholder with respect to such Shares (and or other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) rights will, without further action, be revoked, revoked and no subsequent powers of attorney or proxies may be given nor any subsequent or written consents be consent executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the The designees of the Purchaser Offeror will, with respect to such the Shares and other securitiessecurities or rights, be empowered to exercise all voting and other rights of such stockholder shareholder as they in their sole discretion may judgment deem proper at in respect of any annual or special meeting of the Company's stockholdersshareholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the PurchaserOfferor's payment for such Shares, the Purchaser Offeror must be able to exercise full voting and other rights with respect to such Shares and the other securities or rights issued or issuable in respect of a record and beneficial holdersuch Shares, including, without limitation, including voting at any meeting of stockholders shareholders (whether annual or by written consent special and whether or not adjourned) in lieu respect of any such meetingShares. 6 9 4.

Guaranteed Delivery. If a stockholder desires you wish to tender Shares pursuant to the Offer and cannot deliver such stockholder's Share Certificates are not immediately available or time will not permit Shares and all of the other required documents to reach the Depositary prior to by the Expiration Date, Date or cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, you may nevertheless tender such Shares may nevertheless be tendered, provided that if all of the following conditions are satisfiedmet: - • such tender is made by or through an Eligible InstitutionInstitution (as defined below); - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially Delivery in the form provided by us with this Offer to Purchase (or substantially the Purchaser with the Letter of Transmittal, same form) is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, prior to ) by the Expiration Date; and - • the Share Certificates (or a Book-Entry ConfirmationConfirmation ) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, executed Letter of Transmittal with any required signature guarantees or, in the case of a book-entry transfer, guarantee (or an Agent's ’s Message, ) and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq (3) NASDAQ trading days after the date of execution of such the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution in (as defined below) using the form set forth in the form of Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be Delivery made only after timely receipt available by the Depositary of Share Certificates therefor Purchaser (or Book-Entry Confirmation substantially the same form). Guarantee of Signatures. No signature guarantee is required on the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a facsimile thereof)Share Certificate not accepted for payment or not tendered is to be issued in, together the name of a person other than the registered holder, then the Share Certificate must be endorsed or accompanied by duly executed stock powers, in either case signed exactly as the name of the registered holder appears on the Share Certificate, with any the signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal. The method of delivery of Share Certificates, the Letter of Transmittal and all other required signature guarantees ordocuments, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery of all such documents will be deemed made (and the risk of loss and the title of Share Certificates Table of Contents will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter receipt of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or a Book-Entry Confirmations of such Shares are received Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery by the DepositaryExpiration Date. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required The tender of Shares pursuant to withhold 30.5% any one of the amount procedures described above will constitute the tendering stockholder’s acceptance of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such tendering stockholder's correct taxpayer identification number ’s representation and certify warranty that such stockholder is not subject has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact Offer (and proxies in if the manner set forth in Offer is extended or amended, the Letter terms of Transmittal, each with full power of substitution with respect or the conditions to any Shares tendered thereby (and with respect to any and all other Shares such extension or other securities issued or issuable in respect of such Shares on or after November 16, 2001amendment). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If a stockholder shareholder desires to tender Shares pursuant to the Offer and such stockholder's the Share Certificates evidencing that shareholder’s Shares are not immediately available or time will that shareholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or that shareholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such then those Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - such • that tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case case, together with the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days after the date of execution of that Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by overnight courier, transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by us. Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Share Certificates evidencing those Shares or a facsimile thereof)Book-Entry Confirmation of a book-entry transfer of those Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment tendering shareholders may not be made to all tendering stockholders paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Share Certificates, the Depositary mayLetter of Transmittal and all other required documents, under certain circumstancesincluding delivery through DTC, be required to withhold 30.5% is at the option and risk of the amount tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of any payments made a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to certain stockholders ensure timely delivery. The tender of Shares pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders any one of the purchase price procedures described above will constitute the tendering shareholder’s acceptance of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such stockholder's correct taxpayer identification number tendering shareholder’s representation and certify that such stockholder is not subject to backup federal income tax withholding by completing warranty that, among other things, the Substitute Form W-9 included in shareholder has the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect and authority to any tender and assign the Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16that, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent thatupon acceptance for payment, the Purchaser accepts the tendered Shares for payment will acquire good, marketable and deposits the purchase price therefor with the Depositary. Upon such depositunencumbered title to those Shares, free and clear of all prior powers of attorney liens, restrictions, charges and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require thatencumbrances, in order for Shares to be deemed validly tenderedeach case, immediately upon as specified in the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.Letter

Guaranteed Delivery. If a stockholder A shareholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available or time will and cannot permit all of the required documents be delivered to reach the Depositary prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer prior to the Expiration Date, or who cannot be completed on a timely basisdeliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal transfer (or a facsimile thereofBook-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executedexecuted Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NASDAQ Global Select Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission telegram or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this OfferTHE METHOD OF DELIVERY OF SHARES, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (or BookINCLUDING, IN THE CASE OF A BOOK-Entry Confirmation of the transfer of such Shares into the Depositary's account at the BookENTRY TRANSFER, BY BOOK-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001ENTRY CONFIRMATION). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesIF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. Such appointment will be effective whenIN ALL CASES, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Guaranteed Delivery. If a stockholder desires you desire to tender Shares pursuant to Indigo shares under the Offer offer and such stockholder's Share Certificates the Indigo share certificates evidencing your Indigo shares are not immediately available or time will you cannot permit deliver the Indigo share certificates and all of the other required documents to reach the Depositary prior to depositary before the Expiration Dateexpiration date, or you cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares you may nevertheless be tenderedtender your Indigo shares, provided that all of the following conditions are satisfiedif: - such o tender is made by or through an Eligible Institution; - o the depositary receives a properly completed and duly executed Notice notice of Guaranteed Deliveryguaranteed delivery, substantially in the form provided made available by us, before the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Dateexpiration date; and - o the Share Certificates depositary receives the Indigo share certificates (or a Bookbook-Entry Confirmationentry confirmation) for evidencing all tendered SharesIndigo shares, in proper form for transfer, in each case together with the Letter letter of Transmittal (or a facsimile thereof)transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter letter of Transmittal, are received by the Depositary transmittal within three Nasdaq trading days after the date of execution of such Notice that notice of Guaranteed Deliveryguaranteed delivery. A trading day is any day on which the Nasdaq National Market operated by the National Association of Securities Dealers, Inc. is open for business. The Notice notice of Guaranteed Delivery guaranteed delivery may be delivered by hand or mail or transmitted by telegram, telegram or facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution in the form set forth described in the Notice form of Guaranteed Deliverynotice of guaranteed delivery made available by us. Notwithstanding any other provision of this OfferIn all cases, payment for Shares Indigo shares tendered and accepted for payment pursuant to under the Offer offer will in all cases be made only after timely receipt by the Depositary depositary of Share Certificates therefor the Indigo share certificates evidencing those Indigo shares, or a book-entry confirmation of the delivery of those Indigo shares, and the letter of transmittal (or Book-Entry Confirmation a facsimile of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facilitythat letter), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof)executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter letter of Transmittaltransmittal. AccordinglyDetermination of Validity All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made tender of Indigo shares will be determined by us in our sole discretion, which determination will be final and binding on all parties. We reserve the absolute right to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to reject any and all other Shares tenders determined by us not to be in proper form or other securities issued or issuable in respect the acceptance for payment of such Shares on or after November 16which may, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Sharesopinion of our counsel, be unlawful. Such appointment Subject to the terms of the combination agreement, we also reserve the absolute right to waive any condition of the offer or any defect or irregularity in the tender of any Indigo shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Indigo shares will be effective when, deemed to have been validly made until all defects and only to the extent thatirregularities have been cured or waived. None of AerFi Sverige, the Purchaser accepts dealer manager, the tendered Shares depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for payment and deposits the purchase price therefor with the Depositaryfailure to give any such notification. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect Our interpretation of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, terms and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees conditions of the Purchaser will, with respect to such Shares offer (including the letter of transmittal and other securities, the instructions thereto) will be empowered to exercise all voting final and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingbinding.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to in the Offer and such stockholder's Share whose Certificates are not immediately available or when time will not permit all of the required documents to reach the Depositary prior to at or before the Expiration Date, Date or the procedure procedures for book-entry transfer cannot be completed on a timely basisat or before the Expiration Time, such may tender Shares may nevertheless be tendered, provided that by complying with all of the following conditions are satisfiedguaranteed delivery procedures: - • such tender is made by or through an Eligible Institution; - • the Depositary receives, as described below, a properly completed and duly executed signed Notice of Guaranteed DeliveryDelivery at or before the Expiration Time, substantially in the form provided made available by the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DatePurchaser; and - • the Share Depositary receives Certificates (or a Book-Entry Confirmation) for representing all tendered Shares, in proper form for transfer, in each case transfer together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereofof the Letter of Transmittal), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message, ) and any other documents required by the Letter of Transmittal, are received by the Depositary Transmittal within three Nasdaq (3) trading days on NASDAQ after the date of execution of such the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery may be made by mail or facsimile transmission to the Depositary. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this the Offer, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share (a) Certificates therefor (representing such Shares, or Book-Entry Confirmation of the a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)DTC, (b) a properly completed and duly executed Letter of Transmittal (or a facsimile thereofof the Letter of Transmittal), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may might not be made to all tendering stockholders of Exa at the same time time, and will depend upon when Share the Depositary receives Certificates or Book-Entry Confirmations of such Confirmation that Shares are received by have been transferred into the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder account at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingDTC.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available or time will and cannot permit all of the required documents be delivered to reach the Depositary prior to the Offer Expiration DateTime, or who cannot complete the procedure for book-entry transfer prior to the Offer Expiration Time, or who cannot be completed on a timely basisdeliver all required documents to the Depositary prior to the Offer Expiration Time, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - ​ • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Offer Expiration DateTime; and - ​ • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal transfer (or a facsimile thereofBook-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executedexecuted Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq two NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery. A “NASDAQ trading day” is any day on which NASDAQ is open for business. ​ The Notice of Guaranteed Delivery may be delivered by hand overnight courier to the Depositary or transmitted by telegram, facsimile transmission mailed or mail e-mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Tender Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Offer Expiration Time. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. TABLE OF CONTENTS Other Requirements Notwithstanding any other provision of this Offerthe Merger Agreement to the contrary, payment Purchaser will pay for Shares accepted for payment tendered (and not validly withdrawn) pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (i) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (ii) a Letter of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Transmittal, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof)executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal or Electronic Instructions), and (iii) any other documents required by the Letter of Transmittal, the Offer Website (in the case where Electronic Instructions are provided) or any other customary documents required by the Depositary. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates certificates for Shares or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of no circumstances will Purchaser pay interest on the purchase price of Shares, regardless of any extension of the Offer or any delay in making such payment. If your Shares purchased are held in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), your Shares can be tendered by your nominee by book-entry transfer through the Depositary. If you are unable to deliver any required document or instrument to the Depositary by the Offer Expiration Time, you may gain some extra time by having a broker, a bank or other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice of Guaranteed Delivery. For the tender to be valid, however, the Depositary must receive the missing items together with the Shares within two NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery. Binding Agreement Purchaser’s acceptance for payment of Shares tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. Appointment as Proxy By executing and delivering a Letter of Transmittal as set forth above (or, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter case of Transmittal. APPOINTMENT AS PROXY. By executing the a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal, a or by providing Electronic Instructions on the Offer Website), the tendering stockholder irrevocably appoints Purchaser’s designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal’s proxies, each with full power of substitution substitution, to the full extent of such stockholder’s rights with respect to any the Shares tendered thereby (by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001)the date of the Merger Agreement. All such proxies and powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be is effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the DepositaryShares tendered by such stockholder as provided herein. Upon the effectiveness of such depositappointment, all prior powers of attorney attorney, proxies and proxies consents given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, will be revoked, and no subsequent powers of attorney or attorney, proxies and consents may be given nor any subsequent written consents be executed by such stockholder (and, if given or executedgiven, will not be deemed effective). Upon such deposit by the Purchaser, the Our designees of the Purchaser will, with respect to such the Shares or other securities and other securitiesrights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they they, in their sole discretion discretion, may deem proper at any annual annual, special, adjourned or special postponed meeting of the stockholders of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's ’s payment for such Shares, the Purchaser must be able to exercise full voting voting, consent and other rights of a record to the extent permitted under applicable law with respect to such Shares and beneficial holderother securities, including, without limitation, including voting at any meeting of stockholders or by executing a written consent in lieu of concerning any such meetingmatter.

Guaranteed Delivery. If a stockholder Holder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates Holdxx'x Xhare certificates are not immediately available or time will such Holder cannot permit deliver the Share certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such Holder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: - (i) such tender is made by or through an Eligible Institution; - (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalherewith, is received by the Depositary, in accordance with the procedure set forth as provided below, on or prior to the Expiration Date; and - (iii) the Share Certificates certificates representing all tendered Shares in proper form for transfer (or a Book-Entry Confirmation) for all tendered Shares, in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, ) are received by the Depositary within three Nasdaq National 6 9 Association of Securities Dealers Automated Quotation -- National Market ("NASDAQ National Market") trading days after the date of execution of such the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offerprovisions hereof, payment for Shares accepted for payment purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (a) certificates for (or a timely Book-Entry Confirmation of the transfer of with respect to) such Shares into the Depositary's account at the Book-Entry Transfer Facility)Shares, (b) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together properly completed and duly executed, with any required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agent's Message, and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates certificates for Shares or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGDetermination of Validity. Under All questions as to the U.S. federal income tax lawsvalidity, form, eligibility (including time of receipt) and acceptance for payment of any tendered Shares pursuant to any of the Depositary procedures described above will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance of or payment for which may, under certain circumstancesin the opinion of the Purchaser's counsel, be required unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to withhold 30.5% the terms of the amount Merger Agreement, to waive any of the conditions of the Offer or any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding defect or irregularity in any tender with respect to payments made to certain stockholders Shares of any particular Holder, and the Purchaser's interpretation of the purchase price terms and conditions of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in Offer (including the Letter of TransmittalTransmittal and the Instructions thereto) will be final and binding. APPOINTMENT AS PROXYNone of the Purchaser, the Parent, the Depositary, the Information Agent, the Dealer Managers or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Appointment. By executing the a Letter of TransmittalTransmittal as set forth above, a tendering stockholder Holder irrevocably appoints designees of the Purchaser as such stockholderthe Holder's attorneys-in-fact and proxies proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, each with full power to the fullest extent of substitution such Holder's rights with respect to any the Shares tendered thereby (by such Holder and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001)accepted for payment by the Purchaser. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such This appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered such Shares for payment and deposits the purchase price therefor with the Depositarypayment. Upon such depositacceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time the Holder with respect to such the Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) willwill be revoked, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor by or any subsequent written consents be consent executed by such stockholder Holdxx (andxxd, if given or executed, will not be deemed effective)) with respect thereto. Upon such deposit by the Purchaser, the The designees of the Purchaser will, with respect to such Shares and other securitiesthe Shares, be empowered to exercise all voting and other rights of such stockholder Holder as they in their sole discretion may deem proper at any annual annual, special or special adjourned meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, Shares the Purchaser must be is able to exercise full voting and other rights of a record and beneficial holderHolder, including, without limitation, voting at any meeting including rights in respect of stockholders or acting by written consent consent, with respect to such Shares. A tender of Shares pursuant to one of the procedures described above will constitute the tendering Holder's acceptance of the terms and conditions of the Offer. The Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering Holder and the Purchaser upon the terms and subject to the conditions of the Offer. Back-up Federal Income Tax Withholding. UNLESS AN EXEMPTION APPLIES UNDER THE APPLICABLE LAW AND REGULATIONS CONCERNING "BACKUP WITHHOLDING" OF FEDERAL INCOME TAX, THE DEPOSITARY WILL BE REQUIRED TO WITHHOLD, AND WILL WITHHOLD, 31% OF THE GROSS PROCEEDS OTHERWISE PAYABLE TO A 7 10 HOLDER OR OTHER PAYEE PURSUANT TO THE OFFER UNLESS THE HOLDER OR OTHER PAYEE PROVIDES HIS TAXPAYER IDENTIFICATION NUMBER (SOCIAL SECURITY NUMBER OR EMPLOYEE IDENTIFICATION NUMBER) AND CERTIFIES THAT SUCH NUMBER IS CORRECT (OR CERTIFIES THAT HE IS AWAITING A TAXPAYER IDENTIFICATION NUMBER). To prevent back-up federal income tax withholding on payments made to certain Holders with respect to the purchase price of Shares purchased pursuant to the Offer, a tendering Holder must provide the Depositary with such Holder's correct taxpayer identification number and certify that such Holder is not subject to back-up federal income tax withholding by completing the Substitute Form W-9 included in lieu the Letter of any such meetingTransmittal. 4.

Guaranteed Delivery. If a stockholder A shareholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available available, or time will who cannot permit comply with the procedure for book-entry transfer or the tender of Shares from a DRS Account on a timely basis, or who cannot deliver all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - • the Share Certificates Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase within three trading days after the date of execution of such Notice of Guaranteed Delivery either (or a Book-Entry Confirmationi) the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in each lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittal or (ii) in the case together with of Shares held in a DRS Account, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed with any required signature guarantees, and any other documents required by this Letter of Transmittal. A “trading day” is any day on which the NASDAQ Global Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand or may be transmitted by facsimile or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) except with respect to Shares in a DRS Account, certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such 6 Table of Contents Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment tendering shareholders may not be made to all tendering stockholders paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Shares, the Depositary mayLetter of Transmittal and all other required documents, under certain circumstancesincluding delivery through DTC, be required to withhold 30.5% is at the option and risk of the amount tendering shareholder, and the delivery of any payments all such documents will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to certain stockholders ensure timely delivery. The tender of Shares pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders any one of the purchase price procedures described above will constitute the tendering shareholder’s acceptance of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such stockholder's correct taxpayer identification number tendering shareholder’s representation and certify warranty that such stockholder is not subject shareholder has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees shareholder and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact Offer (and proxies in if the manner set forth in Offer is extended or amended, the Letter terms of Transmittal, each with full power of substitution with respect or the conditions to any Shares tendered thereby (and with respect to any and all other Shares such extension or other securities issued or issuable in respect of such Shares on or after November 16, 2001amendment). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant in the Offer and the Share Certificates evidencing such stockholder’s Shares are not immediately available, or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Offer and Expiration Time, or such stockholder's Share Certificates are stockholder cannot immediately available complete the procedure for delivery by book-entry transfer on a timely basis prior to the Offer Expiration Time, or if time will not permit all of the required documents to reach the Depositary prior to the Offer Expiration DateTime, or the procedure for book-entry transfer cannot stockholder’s tender may still be completed on a timely basis, such Shares may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure Depositary at one of its addresses set forth as provided below, on the back cover of this Offer to Purchase prior to the Offer Expiration DateTime; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase within three Nasdaq two (2) trading days after the date of execution of such Notice of Guaranteed Delivery. As used in this Offer to Purchase, “trading day” means any day on which Nasdaq is open for business. The Notice of Guaranteed Delivery may be delivered by hand courier or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by Purchaser. Notwithstanding any other provision In the case of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at held through the Book-Entry Transfer Facility), the Notice of Guaranteed Delivery must be delivered to the Depositary by a properly completed participant by means of the confirmation system of the Book-Entry Transfer Facility. If the notice is sent by the Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and duly executed agrees to become bound by the form of the notice to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery made available by Purchaser. Shares tendered by a Notice of Guaranteed Delivery will not be deemed “received” for the purpose of satisfying the Minimum Condition unless Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. Appointment as Proxy. By executing the Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, delivering an Agent's Message, and any other documents required by the Letter ’s Message in lieu of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the a Letter of Transmittal, a as set forth above), the tendering stockholder will irrevocably appoints appoint designees of the Purchaser as such stockholder's ’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of such stockholder’s rights with respect to any the Shares tendered thereby by such stockholder and accepted for payment by Purchaser (and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or Table of Contents after November 16, 2001the date of this Offer to Purchase). All such powers of attorney and proxies shall will be considered irrevocable and considered coupled with an interest in the tendered Shares and such other Shares, securities and rights. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the DepositaryShares tendered by such stockholder as provided herein. Upon the effectiveness of such depositappointment, all prior powers of attorney attorney, proxies and proxies consents given by such stockholder at any time with respect to such Shares (and or other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) rights will, without further action, be revoked, revoked and no subsequent powers of attorney attorney, proxies, consents or proxies revocations may be given nor any subsequent written consents be executed by such stockholder (and, if given or executedgiven, will not be deemed effective). Upon such deposit by When the Purchaserappointment of the proxy becomes effective, the designees of the Purchaser will, with respect to such Shares and other securities, will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of such stockholder as they in their sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of the Company's Five Prime’s stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise, as such designee in its sole discretion deems proper. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's ’s acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting voting, consent and other rights of a record rights, to the extent permitted under applicable law, with respect to such Shares and beneficial holderother securities or rights, including, without limitation, including voting at any meeting of stockholders or by executing a written consent in lieu concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any such meetingmeeting of Five Prime stockholders.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available or time will and cannot permit all of the required documents be delivered to reach the Depositary prior to the Expiration Dateexpiration time of the Offer, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the Offer, or who cannot be completed on a timely basisdeliver all required documents to the Depositary prior to the expiration time of the Offer, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Dateexpiration time of the Offer; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are Table of Contents received by the Depositary within three Nasdaq two trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this OfferTHE METHOD OF DELIVERY OF SHARES, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (or BookINCLUDING, IN THE CASE OF A BOOK-Entry Confirmation of the transfer of such Shares into the Depositary's account at the BookENTRY TRANSFER, BY BOOK-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001ENTRY CONFIRMATION). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesIF THIS DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. Such appointment will be effective whenIN ALL CASES, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Guaranteed Delivery. If a stockholder desires to tender Shares shares pursuant to the Offer offer and such the stockholder's Share Certificates certificates for shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach Registrar and Transfer Company prior to the expiration date, such Shares the stockholder's tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - such the tender is made by or through an Eligible Institutioneligible institution, as described below; - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalCRI Acquisition, is received by the Depositarydepositary, in accordance with the procedure set forth as provided below, prior to the Expiration Dateexpiration date; and - the Share Certificates (certificates for, or a Bookbook-Entry Confirmation) for all tendered Sharesentry confirmation with respect to, in proper form for transferthe shares, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal or facsimile thereof, with any required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agentagent's Messagemessage, and any other required documents required by the Letter of Transmittal, are received by the Depositary depositary within three Nasdaq New York Stock Exchange trading days after the date of execution of such the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand to Registrar and Transfer Company, as the depositary, or transmitted by telegram, facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution eligible institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offerhereof, payment for Shares shares accepted for payment pursuant to the Offer offer will be made in all cases be made only after timely receipt by the Depositary depositary of Share Certificates therefor (or Book-Entry Confirmation all of the transfer following: - certificates for, or a timely book-entry confirmation with respect to, the shares; - a Letter of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Transmittal, a or facsimile thereof, properly completed and duly executed Letter of Transmittal (or a facsimile thereof)executed, together with any required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agentagent's Message, message; and - any other documents required by the Letter of Transmittal. Accordingly, payment tendering shareholders may not be made to all tendering stockholders paid at the same time and will depend different times depending upon when Share Certificates certificates for shares or Bookbook-Entry Confirmations of such Shares entry confirmations with respect to shares are actually received by the Depositarydepositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY CRI ACQUISITION FOR THE SHARES REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING PAYMENT. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required The valid tender of shares pursuant to withhold 30.5% one of the amount of any payments made to certain stockholders pursuant procedures described above will constitute a binding agreement between the tendering stockholder and CRI Acquisition upon the terms and subject to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders conditions of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingoffer.

Guaranteed Delivery. If a stockholder desires you wish to tender Shares pursuant to shares in the Offer offer and such stockholder's Share Certificates your certificates for shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the depositary prior to the expiration date, such Shares your tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - such o your tender is made by or through an Eligible Institutioneligible institution; - o you ensure that a properly completed and duly executed Notice notice of Guaranteed Deliveryguaranteed delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalwe provide, is received by the Depositarydepositary, in accordance with the procedure set forth as provided below, prior to the Expiration Dateexpiration date; and - o you ensure that the Share Certificates (or a Book-Entry Confirmation) for all tendered Sharesdepositary receives, in proper form for transfer, in each case together with at one of the Letter addresses set forth on the back cover of Transmittal (or a facsimile thereof), properly completed this Offer to Purchase and duly executed, with any required signature guarantees or, in within the case period of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice that notice of Guaranteed Deliveryguaranteed delivery, either: o the certificates representing the shares being tendered together with (1) a letter of transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees required thereon and (2) all other required documents; or o in the case of any book-entry transfer of the shares being tendered which is effected in accordance with the book-entry transfer procedures we describe above under "-- Book-Entry Transfer" within the same period (1) either a letter of transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees required thereon or an agent's message, (2) a book-entry confirmation relating to that transfer and (3) all other required documents. The Notice For these purposes, a "trading day" is any day on which the New York Stock Exchange is open for business. A notice of Guaranteed Delivery guaranteed delivery may be delivered by hand to the depositary or transmitted by telegram, facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution eligible institution in the form set forth in the Notice that notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingguaranteed delivery sets forth.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder's Share Certificates ’s Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary on or prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, on or prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three NASDAQ Stock Market trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations of such and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGTHE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. Under the U.S. federal income tax lawsDELIVERY OF THE SHARES (OR SHARE CERTIFICATES), the Depositary mayTHE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, under certain circumstancesAND RISK OF LOSS THEREOF SHALL PASS, be required ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. The tender of Shares pursuant to withhold 30.5% any one of the amount procedures described above will constitute the tendering stockholder’s acceptance of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such tendering stockholder's correct taxpayer identification number ’s representation and certify warranty that such stockholder is not subject has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingOffer.

Guaranteed Delivery. If a stockholder desires wishes to tender Shares pursuant to the Offer and such the stockholder's Share Certificates certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to be received by the Depositary prior to the Expiration Date, such the Shares may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfiedcomplied with: - such The tender is made by or through an Eligible Institution; - a A properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalthis Offer to Purchase, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - the Share Certificates (The certificates for all tendered Shares in proper form for transfer or a Book-Entry Confirmation) for Confirmation with respect to all tendered Shares, in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed ) and duly executed, with any required signature guarantees (or, in the case of a book-entry transfertransfer of Shares, an Agent's Message) in connection with a book-entry transfer of Shares, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such the Notice of Guaranteed Delivery. A "Nasdaq trading day" is any day on which the Nasdaq Stock Market, Inc.'s ("Nasdaq") Nasdaq National Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail mailed to the Depositary and must include a guarantee an endorsement by an Eligible Institution in the form set forth in the Notice of Guaranteed DeliveryDelivery and a representation that the stockholder on whose behalf the tender is being made is deemed to own the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act. Notwithstanding any other provision of this OfferOffer to Purchase, payment for Shares accepted for payment pursuant to the Offer will in all cases will be made only after timely receipt by the Depositary of Share Certificates therefor certificates for (or Book-Entry Confirmation of with respect to) the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility)Shares, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together properly completed and duly executed with any all required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message, ) and any all other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time time, and will depend upon when Share Certificates certificates are received by the Depositary or Book-Entry Confirmations of such Shares are received by into the Depositary's account at the Book-Entry Transfer Facility. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsTO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE PAYMENTS MADE TO STOCKHOLDERS WITH RESPECT TO THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER OR THE MERGER, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the OfferEACH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH ITS CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT IT IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSEE SECTION 5 BELOW AND INSTRUCTION 10 OF THE LETTER OF TRANSMITTAL.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Stock Certificates are not immediately available or time will not permit all of the required documents to reach the Depositary on or prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: - such (i) the tender is made by or through an Eligible Institution; - (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth as provided below, Depositary prior to the Expiration DateDate as provided below; and - (iii) the Share Stock Certificates for such Shares, in proper form for transfer (or a Book-Entry Confirmation) for all tendered Shares), in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, (or in the case of a book-entry transfer, an Agent's Message, ) and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such the Notice of Guaranteed Delivery. A "trading day" is any day on which the New York Stock Exchange (the "NYSE") is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this OfferTHE METHOD OF DELIVERY OF SHARES, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or BookTHE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING THROUGH BOOK-Entry Confirmation of the transfer of such Shares into the Depositary's account at the BookENTRY TRANSFER FACILITIES, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BACK-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP UP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, will be required to withhold 30.531% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent In order to avoid such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offerwithholding, each such tendering stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup back-up federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Transmittal (see Instruction 10 of the Letter of Transmittal) or by filing a Form W-9 with the Depositary prior to any such payments. If the stockholder is a nonresident alien or 8 foreign entity not subject to backup withholding, the stockholder must give the Depositary a completed Form W-8 Certificate of Foreign Status prior to receipt of any payments. OTHER REQUIREMENTS. By executing a Letter of Transmittal as set forth above, a tendering stockholder irrevocably appoints designees of the Purchaser as such the stockholder's attorneys-in-fact and proxies proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of the stockholder's rights with respect to any the Shares tendered thereby by the stockholder and accepted for payment by Purchaser (and with respect to any and all other Shares or other securities or property issued or issuable in respect of such Shares on or after November 16, 2001the date of the Merger Agreement). All such proxies and powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be is effective when, and only to the extent that, the Purchaser accepts the tendered Shares upon acceptance for payment and deposits of the purchase price therefor with the DepositaryShares by Purchaser. Upon such depositacceptance for payment, all prior powers of attorney proxies and proxies consents given by such the stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be consent executed by such stockholder (and, if given or executed, will not be deemed to be effective)) with respect thereto. Upon such deposit by the Purchaser, the The designees of the Purchaser will, with respect to such the Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual annual, special or special adjourned meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the Purchaser must be is able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, with respect to such Shares (including voting at any meeting of stockholders then scheduled or acting by written consent without a meeting). A tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the terms and conditions of the Offer, as well as the tendering stockholder's representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in lieu the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. DETERMINATION OF VALIDITY. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tendered Shares will be determined by Purchaser in its sole discretion, which determination shall be final and binding. Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares. No tender of Shares will be deemed to have been properly made until all defects and irregularities relating thereto have been cured or waived. Purchaser's interpretation of the terms and conditions of the Offer in this regard (including the Letter of Transmittal and the Instructions thereto) will be final and binding. None of Purchaser, Parent, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such meeting.notification. 4. WITHDRAWAL RIGHTS Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn at any time after July 11, 1997 if they have not previously been accepted for payment as provided in this Offer to Purchase. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. 9 Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If Stock Certificates evidencing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution), must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of Stock Certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular Stock Certificates evidencing the Shares to be withdrawn, or, in the case of Shares tendered by book-entry transfer, the name and number of the account at one of the Book-Entry Transfer Facilities to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, Parent, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. 5. CERTAIN TAX CONSIDERATIONS The following summary addresses the material federal income tax consequences to holders of Shares who sell their Shares in the Offer. The summary does not address all aspects of federal income taxation that may be relevant to particular holders of Shares and thus, for example, may not be applicable to holders of Shares who are not citizens or residents of the United States, who are employees and who acquired their Shares pursuant to the exercise of compensatory stock options, or who are entities that are otherwise subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the "Code") (such as insurance companies, tax-exempt entities and regulated investment companies); nor does this summary address the effect of any applicable foreign, state, local or other tax laws. The discussion assumes that each holder of Shares holds such Shares as a capital asset within the meaning of Section 1221 of the Code. The federal income tax discussion set forth below is included for general information only and is based upon present law. The precise tax consequences of the Offer (or the Merger) will depend on the particular circumstances of the holder. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF THE PROPOSED TRANSACTION. The receipt of cash for Shares pursuant to the Offer (or the Merger) will be a taxable transaction for federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. In general, a stockholder who receives cash for Shares pursuant to the Offer (or the Merger) will recognize gain or loss for federal income tax purposes equal to the difference between the amount of cash received in exchange for the Shares sold and such stockholder's adjusted tax basis in such Shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the holder has held the Shares for more than one year at the time of sale. Gain or loss will be calculated separately for each block of Shares tendered pursuant to the Offer. Under current law, the maximum federal tax rate applicable to long-term capital gains recognized by an individual is 28%, and the maximum federal tax rate applicable to ordinary income (including dividends and short-term capital gains recognized by individuals) is 39.6%. The maximum federal tax rate applicable to all capital gains and ordinary income recognized by a corporation is 35%. It is possible that legislation may be enacted that would reduce the maximum federal tax rate applicable to 10

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to in the Offer and such stockholder's the Share Certificates certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the Depositary before the Expiration Date, such Shares the stockholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfiedmet: - such • the tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to before the Expiration Date; and - • the Share Certificates certificates (or a Book-Entry Confirmation) for all tendered Shares), in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of a Letter of Transmittal), and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three Nasdaq trading days after the date of execution of such the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the New York Stock Exchange. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail (or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form 15 Table of Contents of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed DeliveryDelivery made available by the Purchaser. Notwithstanding any other provision of this OfferDuring the Subsequent Offering Period, payment if any, for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsvalidly tendered, the Depositary may, under certain circumstances, be must receive the required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number documents and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser certificates as such stockholder's attorneys-in-fact and proxies in the manner set forth in the related Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, Transmittal — stockholders will not be deemed effective). Upon such deposit permitted to tender Shares by the Purchaser, the designees means of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of guaranteed delivery during a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSubsequent Offering Period.

Guaranteed Delivery. If a stockholder shareholder desires to tender Shares pursuant to in the Offer and such stockholder's the Share Certificates certificates are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the Depositary before the Expiration Date, such Shares the shareholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfiedmet: - such • the tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to before the Expiration Date; and - • the Share Certificates certificates (or a Book-Entry Confirmation) for all tendered Shares), in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of a Letter of Transmittal), and any other documents required by the Letter of Transmittal, Transmittal are received by the Depositary within three Nasdaq trading days after the date of execution of such 17 Table of Contents the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the NASDAQ Global Select Market. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail (or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be Delivery made only after timely receipt available by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of TransmittalPurchaser. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, Shareholders will not be deemed effective). Upon such deposit permitted to tender Shares by the Purchaser, the designees means of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of guaranteed delivery during a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSubsequent Offering Period.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available or time will and cannot permit all of the required documents be delivered to reach the Depositary prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer prior to the Expiration Date, or who cannot be completed on a timely basisdeliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NASDAQ Global Select Market (“NASDAQ”) is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect by a Notice of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, Guaranteed Delivery will not be deemed effectivevalidly tendered for purposes of satisfying the Minimum Tender Condition unless and until the Shares to which such Notice of Guaranteed Delivery relates are delivered to the Depositary. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). Upon such deposit by the PurchaserIF THIS DELIVERY IS BY MAIL, the designees of the Purchaser willIT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Guaranteed Delivery. If a stockholder shareholder desires to tender Shares pursuant to the Offer and such stockholdershareholder's Share Certificates certificates for Shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares shareholder's tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - (1) such tender is made by or through an Eligible Institution; - (2) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalherewith, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - (3) the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq (3) trading days after the date of execution of such Notice of Guaranteed Delivery. The A "trading day" is any day on which the Nasdaq Small Cap Market operated by the National Association of Securities Dealers, Inc. (the "NASD") is open for business. Any Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, telex, facsimile transmission or mail to the Depositary and must include a signature guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed DeliveryDelivery and a representation that the 10 11 shareholder on whose behalf the tender is being made is deemed to own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act. Notwithstanding any other provision of this Offerhereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (i) certificates for the Shares or a Book-Entry Confirmation of the transfer of with respect to such Shares into the Depositary's account at the Book-Entry Transfer Facility)Shares, (ii) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together properly completed and duly executed, with any required signature guarantees guarantees, or, in the case of a book-entry transfer, an Agent's Message, Message and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment tendering shareholders may not be made to all tendering stockholders paid at the same time and will depend different times depending upon when Share Certificates certificates for Shares or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDINGUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Under The valid tender of Shares pursuant to one of the U.S. procedures described above will constitute a binding agreement between the tendering shareholder and the Purchaser upon the terms and subject to the conditions of the Offer, including the tendering shareholder's representation and warranty that the tender of such Shares complies with Rule 14e-4 under the Exchange Act. Backup Federal Income Tax Withholding. In order to avoid "backup withholding" of federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% on payments of the amount of any payments made to certain stockholders cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding. If a shareholder does not provide its correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such shareholder and payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding of thirty-one percent (31%). All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 10 to the Letter of Transmittal. To prevent such backup federal income tax withholding with respect to on payments made to certain stockholders of shareholders with respect to the purchase price of Shares purchased pursuant to the Offer, each such stockholder shareholder must provide the Depositary with such stockholder's his correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXYAppointment as Proxy. By executing the Letter of TransmittalTransmittal as set forth above, a the tendering stockholder shareholder will irrevocably appoints appoint designees of the Purchaser as such stockholdershareholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of such shareholder's rights with respect to any the Shares tendered thereby (by such shareholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after November 16April 21, 2001)1999. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the DepositaryShares tendered by such shareholder as provided herein. Upon such depositacceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time shareholder with respect to such Shares (and or other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) rights will, without further action, be revoked, revoked and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executedgiven, will not be deemed effective). Upon such deposit by the Purchaser, the The designees of the Purchaser will, with respect to such Shares and other securities, will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights in respect of such stockholder as they in their sole discretion may deem proper at any annual annual, special or special adjourned meeting of the Company's stockholdersshareholders, or any adjournment or postponement thereof, or actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the Purchaser 11 12 must be able to exercise full voting and other rights of a record with respect to such Shares and beneficial holderother securities or rights, including, without limitation, including voting at any meeting of stockholders or by written consent in lieu shareholders then scheduled. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares, whether or not similar defects or irregularities are waived in the case of other Shares. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such meetingnotification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. 4. WITHDRAWAL RIGHTS Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date (which is initially May 25, 1999) and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time on or after Friday, June 18, 1999 (or such later date as may apply in case the Offer is extended). For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for any purposes of the Offer. However, withdrawn Shares may be tendered by again following one of the procedures described in Section 3 at any time prior to the Expiration Date. If the Purchaser extends the Offer, is delayed in its acceptance for payment of, or payment for, Shares, or is unable to accept or pay for Shares for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchaser and such shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as set forth in this Section 4. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its reasonable discretion, which determination will be final and binding. None of the Purchaser, the Dealer Manager, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered at any time prior to the Expiration Date by following the procedures described in Section 3. 12 13 5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES THE SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS FOR GENERAL INFORMATION ONLY AND IS BASED ON THE LAW AS CURRENTLY IN EFFECT. THE TAX TREATMENT OF EACH SHAREHOLDER WILL DEPEND IN PART UPON SUCH SHAREHOLDER'S PARTICULAR SITUATION. SPECIAL TAX CONSEQUENCES NOT DESCRIBED HEREIN MAY BE APPLICABLE TO PARTICULAR CLASSES OF TAXPAYERS, SUCH AS FINANCIAL INSTITUTIONS, TAX-EXEMPT ORGANIZATIONS, INSURANCE COMPANIES, BROKER-DEALERS, PERSONS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES AND SHAREHOLDERS WHO ACQUIRED THEIR SHARES THROUGH THE EXERCISE OF ANY EMPLOYEE STOCK OPTION OR OTHERWISE AS COMPENSATION. ALL SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OFFER TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS. U. S. Federal Income Tax Consequences. The receipt of cash for Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for federal income tax purposes, a tendering shareholder will recognize gain or loss in an amount equal to the difference between the cash received and the shareholder's adjusted tax basis in the Shares tendered by the shareholder and purchased pursuant to the Offer. Gain or loss generally will be calculated separately for each block of Shares tendered and purchased pursuant to the Offer. Such gain or loss generally will be capital gain or loss if the Shares disposed of were held as capital assets by the shareholder. Any net capital gain (i.e., generally, capital gain in excess of capital loss) recognized by an individual upon a disposition of the Shares pursuant to the Offer that have been held for more than 18 months will generally be subject to tax at a rate not to exceed twenty percent (20%). Net capital gain recognized by an individual upon such a disposition of Shares that have been held for more than 12 months but for not more than 18 months will be subject to tax at a rate not to exceed twenty-eight percent (28%) and net capital gain recognized upon the sale of Shares that have been held for 12 months or less will be subject to tax at ordinary income tax rates. In addition, any net capital gain recognized by a corporation upon a disposition of Shares pursuant to the Offer will be subject to tax at ordinary income tax rates. In general, in order to prevent backup federal income tax withholding at a rate of thirty-one percent (31%) on the cash consideration to be received in the Offer, each shareholder who is not otherwise exempt from such requirements must provide such shareholder's correct taxpayer identification number (and certain other information) by completing the Substitute Form W-9 in the Letter of Transmittal. 13 14 6.

Guaranteed Delivery. If a stockholder desires you wish to tender Shares pursuant to the Offer and cannot deliver such stockholder's Share Certificates are not immediately available or time will not permit Shares and all of the other required documents to reach the Depositary prior to by the Expiration Date, Date or cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, you may nevertheless tender such Shares may nevertheless be tendered, provided that if all of the following conditions are satisfiedmet: - • such tender is made by or through an Eligible InstitutionInstitution (as defined below); - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially Delivery in the form provided by us with this Offer to Purchase is received by the Purchaser Depositary (as provided below) by the Expiration Date; and • the certificates for all such validly tendered Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal together with any required signature guarantee (or an Agent’s Message) and any other required documents, are received by the Depositary within three Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be transmitted by overnight courier, facsimile or mail (or if sent by DTC, by a message transmitted through electronic means in accordance with the usual procedures of DTC and the Depositary; provided, however, that if the notice is sent by DTC through electronic means, it must state that DTC has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution (as defined below) in the form set forth in such notice. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Expiration Date. Guarantee of Signatures. No signature guarantee is required on the Letter of Transmittal if (i) the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal, or (ii) the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is received a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each, an “Eligible Institution” and, collectively, “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment Table of Contents or not tendered is to be issued in the name of, a person other than the registered holder, then (i) the Share Certificate must be endorsed with the signature on such Share Certificate guaranteed by an Eligible Institution as provided in the Letter of Transmittal and accompanied by any other evidence of authority that may be reasonably required by the Depositary, in accordance with the procedure set forth as provided below, prior Depositary and (ii) such person requesting payment must deliver evidence to the Expiration Date; Depositary that all transfer and - other similar taxes required by reason of the payment being made to another person have been paid or otherwise establish that such taxes are not applicable. See Instructions 1 and 5 of the Letter of Transmittal. Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Share Certificates (evidencing such Shares or a Book-Entry ConfirmationConfirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Share Certificates, the Depositary mayLetter of Transmittal and all other required documents, under certain circumstancesincluding delivery through DTC, be required to withhold 30.5% is at the option and risk of the amount tendering stockholder, and the delivery of any payments all such documents will be deemed made (and the risk of loss and the title of Share Certificates will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to certain stockholders ensure timely delivery prior to the Expiration Date. The tender of Shares pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders any one of the purchase price procedures described above will constitute the tendering stockholder’s acceptance of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such tendering stockholder's correct taxpayer identification number ’s representation and certify warranty that such stockholder is not subject has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing Our acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and us upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact Offer (and proxies in if the manner set forth in Offer is extended or amended, the Letter terms of Transmittal, each with full power of substitution with respect or the conditions to any Shares tendered thereby (and with respect to any and all other Shares such extension or other securities issued or issuable in respect of such Shares on or after November 16, 2001amendment). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meeting.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates are who cannot immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or complete the procedure for book-entry transfer prior to the expiration of the Offer, or who cannot be completed on a timely basisdeliver all required documents to the Depositary prior to the expiration of the Offer, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - ​ TABLE OF CONTENTS • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - the Share Certificates (or ​ • a Book-Entry Confirmation) for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal, with any required signature guarantees (in respect of Shares tendered by any means other than book-entry transfer through DTC) or, in the case of a book-entry transfertransfer through DTC, a Book-Entry Confirmation with respect to all such Shares together with an Agent's Message’s Message in lieu of the Letter of Transmittal, and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq two trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which NASDAQ is open for business. ​ The Notice of Guaranteed Delivery may be delivered by hand overnight courier to the Depositary or transmitted by telegram, facsimile transmission mailed or mail e-mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision Shares tendered by a Notice of this Offer, payment for Shares accepted for payment pursuant to the Offer Guaranteed Delivery will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at deemed validly tendered for purposes of satisfying the same time Minimum Tender Condition unless and will depend upon when Share Certificates or Book-Entry Confirmations until Shares underlying such Notice of such Shares Guaranteed Delivery are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under Depositary prior to the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% expiration of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the OfferTHE METHOD OF DELIVERY OF SHARES, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of TransmittalTHE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneysDELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING BY BOOK-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001ENTRY CONFIRMATION). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesIF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. Such appointment will be effective whenIN ALL CASES, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Guaranteed Delivery. If a stockholder desires you desire to tender Shares pursuant to Indigo shares under the Offer offer and such stockholder's Share Certificates the Indigo share certificates evidencing your Indigo shares are not immediately available or time will you cannot permit deliver the Indigo share certificates and all of the other required documents to reach the Depositary prior to depositary before the Expiration Dateexpiration date, or you cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares you may nevertheless be tenderedtender your Indigo shares, provided that all of the following conditions are satisfiedif: - such o tender is made by or through an Eligible Institution; - o the depositary receives a properly completed and duly executed Notice notice of Guaranteed Deliveryguaranteed delivery, substantially in the form provided made available by us, before the Purchaser with the Letter of Transmittal, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Dateexpiration date; and - o the Share Certificates depositary receives the Indigo share certificates (or a Bookbook-Entry Confirmationentry confirmation) for evidencing all tendered SharesIndigo shares, in proper form for transfer, in each case together with the Letter letter of Transmittal (or a facsimile thereof)transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter letter of Transmittal, are received by the Depositary transmittal within three Nasdaq trading days after the date of execution of such Notice that notice of Guaranteed Deliveryguaranteed delivery. A trading day is any day on which the Nasdaq National Market operated by the National Association of Securities Dealers, Inc. is open for business. The Notice notice of Guaranteed Delivery guaranteed delivery may be delivered by hand or mail or transmitted by telegram, telegram or facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution in the form set forth described in the Notice form of Guaranteed Deliverynotice of guaranteed delivery made available by us. Notwithstanding any other provision of this OfferIn all cases, payment for Shares Indigo shares tendered and accepted for payment pursuant to under the Offer offer will in all cases be made only after timely receipt by the Depositary depositary of Share Certificates therefor the Indigo share certificates evidencing those Indigo shares, or a book-entry confirmation of the delivery of those Indigo shares, and the letter of transmittal (or Book-Entry Confirmation a facsimile of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facilitythat letter), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof)executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter letter of Transmittaltransmittal. AccordinglyDetermination of Validity All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment may of any tender of Indigo shares will be determined by us in our sole discretion, which determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful. Subject to the terms of the combination agreement, we also reserve the absolute right to waive any condition of the offer or any defect or irregularity in the tender of any Indigo shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Indigo shares will be deemed to have been validly made to until all tendering stockholders at the same time defects and will depend upon when Share Certificates irregularities have been cured or Book-Entry Confirmations waived. None of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsAerFi Sverige, the Depositary maydealer manager, the depositary, the information agent or any other person will be under certain circumstances, be required any duty to withhold 30.5% give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders terms and conditions of the purchase price offer (including the letter of Shares purchased pursuant to transmittal and the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number instructions thereto) will be final and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittalbinding. APPOINTMENT AS PROXY. Other Requirements By executing the Letter letter of Transmittaltransmittal as described above, a tendering stockholder you irrevocably appoints appoint our designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittalyour proxies, each with full power of substitution with respect substitution, in the manner described in the letter of transmittal, to any Shares the full extent of your rights regarding the Indigo shares tendered thereby by you and accepted for payment by us (and with respect to any and all other Shares Indigo shares or other securities issued or issuable in respect of such Shares those Indigo shares on or after November 1611, 20011999). All such powers of attorney and those proxies shall be considered irrevocable and coupled with an interest in the tendered SharesIndigo shares. Such appointment will be effective when, and only to the extent that, we accept the Purchaser accepts the tendered Shares Indigo shares for payment and deposits the purchase price therefor with the Depositarypayment. Upon such depositthe acceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares you regarding Indigo shares (and those other Shares Indigo shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001securities) will, will be revoked without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be consent executed by such stockholder you (and, if given or executed, will not be deemed to be effective)) with respect thereto. Upon such deposit by the Purchaser, the Our designees of the Purchaser will, with respect to such Shares and other securitiesthe Indigo shares for which the appointment is effective, be empowered to exercise all your voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the CompanyIndigo's stockholders, shareholders or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves We reserve the right to require that, in order for Shares Indigo shares to be deemed validly tendered, immediately upon the Purchaser's our payment for such Sharesthose Indigo shares, the Purchaser we must be able to exercise full voting rights with respect to those Indigo shares. The tender of Indigo shares under any one of the procedures described above will constitute your acceptance of the offer, as well as your representation and warranty that: o you own the Indigo shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, o the tender of your Indigo shares complies with Rule 14e-4, and o you have the full power and authority to tender and assign the Indigo shares tendered, as specified in the letter of transmittal. Our acceptance for payment of Indigo shares tendered under the offer will constitute a binding agreement between you and us upon the terms and subject to the conditions of the offer. In general, if you are a United States Holder (as described below under "The Tender Offer -- United States Federal Income Tax Consequences") that participates in the offer, you should complete the Substitute Form W-9 in the letter of transmittal to provide the depositary with your correct taxpayer identification number and certify that the number is correct or properly certify that you are awaiting a taxpayer identification number, unless an exemption is demonstrated to apply. Otherwise, backup United States federal income tax withholding may apply and a payment to you may be withheld at a 31% rate. In general, if you are not a United States Holder and you participate in the offer, you should give the depositary a completed Form W-8BEN (Certificate of Foreign Status) before receipt of payment to prevent backup United States federal income tax withholding. Withdrawal Rights Tenders of the Indigo shares made under the offer are irrevocable except that those Indigo shares may be withdrawn at any time before the expiration date and, unless theretofore accepted for payment by AerFi Sverige under the offer, may also be withdrawn at any time after January 15, 2000. If AerFi Sverige extends the offer, is delayed in its acceptance for payment of Indigo shares or is unable to accept Indigo shares for payment under the offer for any reason, then, without prejudice to AerFi Sverige's rights under the offer, the depositary may, nevertheless, on behalf of AerFi Sverige, retain tendered Indigo shares, and those Indigo shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the depositary at one of its addresses listed on the back cover page of this document. Any such notice of withdrawal must specify the name of the person who tendered the Indigo shares to be withdrawn, the number of Indigo shares to be withdrawn and the name of the registered holder of those Indigo shares, if different from that of the person who tendered those Indigo shares. If Indigo share certificates evidencing Indigo shares to be withdrawn have been delivered or otherwise identified to the depositary, then, before the physical release of those Indigo share certificates, the serial numbers shown on those Indigo share certificates must be submitted to the depositary and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution, unless those Indigo shares have been tendered for the account of an Eligible Institution. If Indigo shares have been tendered under the procedure for book-entry transfer as described in "The Tender Offer -- Procedures for Accepting the offer and Tendering Shares", any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn Indigo shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by AerFi Sverige, in its sole discretion, whose determination will be final and binding. None of AerFi Sverige, the dealer manager, the depositary, the information agent or any other rights person will be under duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Indigo shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the offer. However, withdrawn Indigo shares may be re-tendered at any time before the expiration date by following one of the procedures described in "The Tender Offer -- Procedures for Accepting the offer and Tendering Shares". United States Federal Income Tax Consequences This summary of the material United States federal income tax consequences of the offer is for general information only and is based on the law as currently in effect. This summary does not discuss all of the tax consequences that may be relevant to a holder of Indigo shares in light of its particular circumstances or to holders subject to special rules, such as financial institutions, broker-dealers, tax-exempt organizations, holders that hold their shares as part of a record straddle or a hedging or conversion transaction and beneficial holderholders who acquired their Indigo shares through the exercise of an employee stock option or otherwise as compensation. Holders of Indigo shares are urged to consult their own tax advisors as to the particular tax consequences to them of the offer or any compulsory acquisition that may follow the offer, includingincluding the effect of United States federal, without limitationstate and local tax laws or Swedish, voting at any meeting of stockholders Irish or by written consent in lieu of any such meetingother non-United States tax laws.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder's Share Certificates ’s Shares are not immediately available or time will such stockholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateDate by the Depositary as provided below; and - • the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by the Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a facsimile thereof)Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by ’s Message in lieu of the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary Transmittal and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders may be paid at the same time and will depend different times depending upon when Share Certificates or Book-Entry Confirmations of such with respect to Shares are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax lawsThe method of delivery of Share Certificates, the Depositary mayLetter of Transmittal and all other required documents, under certain circumstancesincluding delivery through the Book-Entry Transfer Facility, be required to withhold 30.5% is at the option and risk of the amount tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of any payments made a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to certain stockholders ensure timely delivery. The tender of Shares pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders any one of the purchase price procedures described above will constitute the tendering stockholder’s acceptance of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such tendering stockholder's correct taxpayer identification number ’s representation and certify warranty that such stockholder is not subject has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included Shares tendered, as specified in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing The Purchaser’s acceptance for payment of Shares tendered pursuant to the Letter of Transmittal, Offer will constitute a binding agreement between the tendering stockholder irrevocably appoints designees and the Purchaser upon the terms and subject to the conditions of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingOffer.

Guaranteed Delivery. If a stockholder desires you wish to tender Shares pursuant to the Offer and such stockholder's Share Certificates your certificates for Shares are not immediately available available, or time will you cannot permit comply with the procedure for book-entry transfer on a timely basis, or you cannot deliver all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such you may tender your Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Date; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfertransfer (or a Book-Entry Confirmation with respect to all such Shares), in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's MessageMessage in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which The NASDAQ Global Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any The method of delivery of Shares, the Letter of Transmittal and all other provision required documents, including delivery through DTC, is at your election and risk. Delivery of this Offer, payment for Shares accepted for payment pursuant to the Offer all such documents will in all cases be deemed made only after timely receipt when actually received by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees orincluding, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001Confirmation). All If such powers of attorney and proxies shall be considered irrevocable and coupled delivery is by mail, we recommend that you send all such documents by properly insured registered mail with an interest in the tendered Sharesreturn receipt requested. Such appointment will be effective whenIn all cases, and only please allow sufficient time to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingensure timely delivery.

Guaranteed Delivery. If a stockholder desires you wish to tender Shares pursuant to shares under the Offer offer and such stockholder's Share Certificates your certificates for shares are not immediately available or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basisbasis or time will not permit all required documents to reach the depositary prior to the expiration date, such Shares your tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfiedmet: - such • your tender is made by or through an Eligible Institutioneligible institution; - • you ensure that a properly completed and duly executed Notice notice of Guaranteed Deliveryguaranteed delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalwe provide, is received by the Depositarydepositary, in accordance with the procedure set forth as provided below, prior to the Expiration Dateexpiration date; and - • you ensure that the Share Certificates (or a Book-Entry Confirmation) for all tendered Sharesdepositary receives, in proper form for transfer, in each case together with at one of the Letter addresses set forth on the back cover of Transmittal (or a facsimile thereof), properly completed this Offer to Purchase and duly executed, with any required signature guarantees or, in within the case period of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of such Notice that notice of Guaranteed Deliveryguaranteed delivery, either: • the certificates representing the shares being tendered together with (1) a letter of transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees required thereon and (2) all other required documents; or • in the case of any book-entry transfer of the shares being tendered which is effected in accordance with the book-entry transfer procedures we describe above under “— Book-Entry Transfer” within the same period (1) either a letter of transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees required thereon or an agent’s message, (2) a book-entry confirmation relating to that transfer and (3) all other required documents. The Notice For these purposes, a “trading day” is any day on which the New York Stock Exchange is open for business. A notice of Guaranteed Delivery guaranteed delivery may be delivered by hand to the depositary or transmitted by telegram, facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution eligible institution in the form set forth in the Notice that notice of Guaranteed Delivery. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingguaranteed delivery sets forth.

Guaranteed Delivery. If a A stockholder who desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates whose certificates for Shares are not immediately available or time will and cannot permit all of the required documents be delivered to reach the Depositary prior to the Expiration Dateexpiration time of the Offer, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the Offer, or who cannot be completed on a timely basisdeliver all required documents to the Depositary prior to the expiration time of the Offer, may tender such Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfiedrequirements set forth below: - • such tender is made by or through an Eligible Institution; - • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of TransmittalPurchaser, is received by the Depositary, in accordance with the procedure set forth Depositary (as provided below, ) prior to the Expiration Dateexpiration time of the Offer; and - • the Share Certificates (or a Book-Entry Confirmation) certificates for all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal transfer (or a facsimile thereofBook-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executedexecuted Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittaldocuments, are received by the Depositary within three Nasdaq two NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. Notwithstanding any other provision of this OfferTHE METHOD OF DELIVERY OF SHARES, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (or BookINCLUDING, IN THE CASE OF A BOOK-Entry Confirmation of the transfer of such Shares into the Depositary's account at the BookENTRY TRANSFER, BY BOOK-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required to withhold 30.5% of the amount of any payments made to certain stockholders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the Offer, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution with respect to any Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001ENTRY CONFIRMATION). All such powers IF THIS DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT Table of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesContents REQUESTED. Such appointment will be effective whenIN ALL CASES, and only to the extent that, the Purchaser accepts the tendered Shares for payment and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holder, including, without limitation, voting at any meeting of stockholders or by written consent in lieu of any such meetingSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Guaranteed Delivery. If a stockholder Unit holder desires to tender Shares Units pursuant to the Offer and certificates for such stockholder's Share Certificates Units are not immediately available available, or time will not permit all of the required documents to reach the Depositary prior to the Expiration Date, or the procedure procedures for book-entry transfer cannot be completed on a timely basis, such Shares Units may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfiedduly complied with: - (i) such tender is made by or through an Eligible Institution; - (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser with the Letter of Transmittalherewith, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration Date; and - (iii) the Share Certificates certificates (or a Book-Entry ConfirmationConfirmation (as hereinafter defined)) for representing all tendered SharesUnits, in proper form for transfer, in each case together with the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message, ) and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq New York Stock Exchange ("NYSE") trading days after the date of the execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telegram or facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF UNITS, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNIT HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Notwithstanding any other provision of this Offerhereof, payment for Shares the Units accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (certificates for, or of Book-Entry Confirmation of the transfer of with respect to, such Shares into the Depositary's account at the Book-Entry Transfer Facility)Units, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message, ) and any other documents required by the Letter of Transmittal. Accordingly, payment may might not be made to all tendering stockholders Unit holders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares the foregoing materials are actually received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, will be required to withhold 30.531% of the amount of any payments made to certain stockholders Unit holders pursuant to the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders of the purchase price of Shares purchased pursuant to the OfferTO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT OF THE PURCHASE PRICE FOR UNITS SOLD PURSUANT TO THE OFFER, each such stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing the Substitute Form A TENDERING 4 7 UNIT HOLDER MUST PROVIDE THE DEPOSITARY WITH HIS OR HER CORRECT TAXPAYER IDENTIFICATION NUMBER, CERTIFY THAT HE OR SHE IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 included in the Letter of TransmittalINCLUDED IN THE LETTER OF TRANSMITTAL OR OTHERWISE ESTABLISH AN EXEMPTION TO BACKUP WITHHOLDING IN ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL. APPOINTMENT AS PROXY. By executing the a Letter of TransmittalTransmittal as set forth above, a tendering stockholder Unit holder irrevocably appoints designees of the Purchaser as such stockholderUnit holder's attorneys-in-fact and proxies proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution substitution, to the full extent of such Unit holder's rights with respect to any Shares the Units tendered thereby (by the Unit holder and accepted for payment by the Purchaser and with respect to any and all other Shares Units or other securities securities, rights or distributions, other than regular cash distributions and associated tax credits declared by the Trust having a record date prior to the date of transfer to the Purchaser on the Trust's transfer records of the Units tendered (such Units or other securities, rights or distributions other than such regular cash distributions and associated tax credits being referred to herein as "Special Distributions"), issued or issuable in respect of such Shares Units on or after November 16, 2001)the date of this Offer to Purchase. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesUnits. Such This appointment will be effective if, when, and only to the extent that, the Purchaser accepts the tendered Shares Units for payment and deposits pursuant to the purchase price therefor with the DepositaryOffer. Upon such depositacceptance for payment, all prior powers of attorney and proxies given by such stockholder at any time Unit holder with respect to such Shares (Units and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) any Special Distributions will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder Unit holder (and, if given or executedgiven, will not be deemed effective). Upon such deposit by the Purchaser, the The designees of the Purchaser will, with respect to such Shares the Units and other securitiesany Special Distributions, be empowered to exercise all voting and other rights of such stockholder Unit holder with respect to such Units and any Special Distributions as they they, in their sole discretion discretion, may deem proper at any annual or special meeting of the Company's stockholdersUnit holders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such SharesUnits, the Purchaser must be able to exercise full voting and other rights of a record and beneficial holderwith respect to such Units, including, without limitation, including voting at any meeting of stockholders or by written consent in lieu Unit holders. DETERMINATION OF VALIDITY. All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of any Units determined by it not to be in proper form or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender of Units of any particular Unit holder, whether or not similar defects or irregularities are waived in the case of other Unit holders. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender will be deemed to have been validly made until all defects and irregularities with respect to such meetingtender have been cured or waived. None of the Purchaser, Devon, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. A tender of Units pursuant to any one of the procedures described above will constitute the tendering Unit holder's acceptance of the terms and conditions of the Offer. The Purchaser's acceptance for payment of Units tendered pursuant to the Offer will constitute a binding agreement between the tendering Unit holder and the Purchaser upon the terms and subject to the conditions of the Offer. 3.

Guaranteed Delivery. If a stockholder shareholder desires to tender Shares pursuant to the Offer Offer, other than Shares that were FFE Restricted Shares on the date of this Disclosure Document, and such stockholder's the Share Certificates evidencing such shareholder’s Shares are not immediately available or time will such shareholder cannot permit deliver the Share Certificates and all of the other required documents to reach the Depositary prior to the Expiration DateTime, or such shareholder cannot complete the procedure for delivery by book-entry transfer cannot be completed through the Book-Entry Transfer Facility on a timely basis, such Shares may nevertheless be tendered, ; provided that all of the following conditions are satisfied: - · such tender is made by or through an Eligible Institution; - · a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided made available by the Purchaser with the Letter of Transmittalus, is received by the Depositary, in accordance with the procedure set forth as provided below, prior to the Expiration DateTime by the Depositary as provided below; and - · the Share Certificates (or a Book-Entry Confirmation) for evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal for Shares, together with any required signature guarantees (or, in the case of a book-entry transfertransfer of Shares held through the Book-Entry Transfer Facility, either such Letter of Transmittal for Shares or an Agent's Message’s Message in lieu of such Letter of Transmittal for Shares), and any other documents required by the Letter of Transmittal, Transmittal for Shares are received by the Depositary within three Nasdaq (3) NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery. The A Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission [(000) 000-0000], overnight courier or mail mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by us. Notwithstanding any other provision In the case of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates therefor (or Book-Entry Confirmation of the transfer of such Shares into the Depositary's account at held through the Book-Entry Transfer Facility), the Notice of Guaranteed Delivery must be delivered to the Depositary by a properly completed participant by means of the confirmation system of the Book-Entry Transfer Facility. The procedures for guaranteed delivery may not be used to tender FFE Restricted Shares. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and duly executed until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary unless otherwise mutually agreed by us and FFE. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (or a facsimile thereof), together with any required signature guarantees orincluding, in the case of a book-entry transfer, an Agent's Message, and any other documents required by transfer through the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations Transfer Facility, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of such Shares are received by the Depositary. BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the U.S. federal income tax laws, the Depositary may, under certain circumstances, be required pursuant to withhold 30.5% any one of the amount of any payments made to certain stockholders pursuant to procedures described above will constitute the Offer. To prevent such backup federal income tax withholding with respect to payments made to certain stockholders tendering shareholder’s acceptance of the purchase price terms and conditions of Shares purchased pursuant to the Offer, each such stockholder must provide as well as the Depositary with such stockholder's correct taxpayer identification number tendering shareholder’s representation and certify warranty that such stockholder is not subject shareholder has the full power and authority to backup federal income tax withholding by completing tender and assign the Substitute Form W-9 included in the Letter of Transmittal. APPOINTMENT AS PROXY. By executing the Letter of TransmittalShares tendered, a tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner set forth specified in the Letter of Transmittal, each with full power and that when the Acceptance Time occurs, we will acquire good and unencumbered title, free and clear of substitution with respect all liens, restrictions, charges and encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered thereby (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after November 16, 2001). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only pursuant to the extent that, Offer will constitute a binding agreement between the Purchaser accepts the tendered Shares for payment tendering shareholder and deposits the purchase price therefor with the Depositary. Upon such deposit, all prior powers of attorney and proxies given by such stockholder at any time with respect to such Shares (and other Shares and securities issued or issuable in respect of the tendered Shares on or after November 16, 2001) will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor any subsequent written consents be executed by such stockholder (and, if given or executed, will not be deemed effective). Upon such deposit by the Purchaser, the designees of the Purchaser will, with respect to such Shares and other securities, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, or by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately us upon the Purchaser's payment for such Shares, terms and subject to the Purchaser must be able conditions to exercise full voting and other rights the Offer. FFE shall make all tax withholdings on FFE Restricted Shares required by law (by repurchasing the applicable number of a record and beneficial holder, including, without limitation, voting FFE Restricted Shares at any meeting of stockholders or by written consent in lieu of any such meetingthe Offer Price if necessary).