Common use of Guaranteed Delivery Clause in Contracts

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered such stockholder's Share Certificates are not immediately available, available or time will not permit all of the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : - such tender is made by or through an Eligible Institution; and (ii) - a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser with the Letter of Transmittal, is received by the Depositary Depositary, in accordance with the procedure set forth as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and and - the Share Certificates (iiior a Book-Entry Confirmation) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) (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 prior to 5:00 P.M. Eastern Time on the third NYSE within three Nasdaq trading day days after the date of execution of the 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofof 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 evidencing such Shares Certificates therefor (or a Book-Entry Confirmation of the delivery transfer of such Shares (if availableinto the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or a facsimile thereof), together with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's Message 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. Notwithstanding the foregoing, if a shareholder desires If you desire to tender Shares shares pursuant to the Offer our offer and the certificates for the Shares to be tendered stock certificate(s) evidencing your shares are not immediately available, available or time will you cannot permit the Letter of Transmittal deliver your stock certificate(s) and all other required documents required by the Letter of Transmittal to reach the our Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder you cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares your shares may nevertheless still be tendered, provided that all of the following conditions are satisfied: (i) : - the tender is made by or through an Eligible Institutioneligible guarantor institution; and (ii) - a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration DateDate by our Depositary; and and - the stock certificate(s) (iiior a book-entry confirmation) the certificates for evidencing all such tendered Sharesshares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) (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 our Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the Notice of Guaranteed Delivery. The You may deliver your Notice of Guaranteed Delivery may be delivered by hand or transmitted mail or by facsimile transmission or mail to the Depositary and our Depositary. Your Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each eligible guarantor institution in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTSIn all cases, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares we will pay for shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase accepted pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made our offer only after timely receipt by the our Depositary of Share certificates the stock certificate(s) evidencing such Shares shares, or a Bookbook-Entry Confirmation entry confirmation of the delivery of such Shares (if available)shares, a and the Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's Message Message, and any other documents required by the Letter of Transmittal. DETERMINATION OF VALIDITY. We will determine, 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 acceptance for payment of which may be unlawful. We also reserve the absolute right to waive any condition of our offer to the extent permitted by applicable law and the merger agreement or any defect or irregularity in the tender of any shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. A TENDER OF SHARES WILL NOT HAVE BEEN VALIDLY MADE UNTIL ALL DEFECTS AND IRREGULARITIES HAVE BEEN CURED OR WAIVED. NEITHER WE, OUR 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 conditions of our offer (including the Letter of Transmittal and the instructions thereto) will be final and binding If you tender your shares pursuant to any of the procedures described above, it will constitute your acceptance of the terms and conditions of our offer, as well as your representation and warranty to us that (1) you have the full power and authority to tender, sell, assign and transfer the tendered shares (and 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 any 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, you irrevocably appoint our designees as your agents, attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of your rights with respect to the shares you tender and we accept for payment (and with respect to any and all other shares or other securities issued or issuable on or after October 27, 2000). These powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered shares. The appointment will be effective when, and only to the extent that, we accept your shares for payment. Upon our acceptance for payment, all prior powers of attorney and proxies given by you with respect to your shares (and your other shares and securities) will be revoked, without further action, and no subsequent powers of attorney or proxies may be given nor any subsequent written consent executed by you (and, if given or executed, will not be deemed to be effective). Our designees will, with respect to the shares for which the appointment is effective, be empowered to exercise all of your voting and other rights as they in their sole discretion may deem proper at any annual or special meeting of Convergent's stockholders or any adjournment or postponement of that meeting, by written consent in lieu of any meeting or otherwise. We reserve the right to require that, in order for shares to be deemed validly tendered, immediately upon our payment for the shares, we must be able to exercise full voting rights with respect to the shares (and the other shares and securities).

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered such stockholder's Share Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, Date or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: : (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser herewith, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iii) the certificates Share Certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may beConfirmation, together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantee (or, in the case of a book- entry transfer, an Agent's Message) and any other documents required by such Letter of Transmittal, are received by the Depositary within three trading days after the date of execution of the Notice of Guaranteed Delivery. 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 hereof, payment for Shares purchased pursuant to the Offer will, in all cases, be made only after timely receipt by the Depositary of (i) the Share Certificates evidencing such Shares, or a Book-Entry Confirmation of the delivery of such Shares, (ii) a properly completed and bearing original signature(s) and the original duly executed Letter of any required signature guarantee(sTransmittal (or manually signed facsimile thereof) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(siii) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the foregoing materials are actually received by the Depositary. UNDER 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. Backup Federal Withholding Tax. To prevent backup federal income tax withholding with respect to be timely delivered. Timely delivery is a condition precedent payment to acceptance certain stockholders of the purchase price of Shares for purchase purchased pursuant to the Offer, each such stockholder must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") and 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. If 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%. All stockholders surrendering Shares pursuant to the Offer should complete and to payment sign the main signature form and the Substitute Form W-9 included as part of the purchase amountLetter 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). Notwithstanding 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 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, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser (and any and all non-cash dividends, distributions, rights, other provision hereofShares, payment for or other securities issued or issuable in respect of such Shares accepted on or after the date of the Merger Agreement). All such powers of attorney and proxies shall be considered coupled with an interest in the tendered Shares. This appointment will be effective if, when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer will in Offer. Upon such acceptance for payment, all cases be made only after timely receipt prior powers of attorney and proxies given by the Depositary of Share certificates evidencing such stockholder with respect to such Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney or a Book-Entry Confirmation proxies may be given (and, if given, will not be deemed effective). The designees of Purchaser will, with respect to the Shares and other securities 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, special, adjourned or postponed meeting of the delivery Company's stockholders, by written consent or otherwise, and Purchaser reserves the right to require that, in order for Shares or other securities to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares (if available)Purchaser must be able to exercise full voting, a Letter consent and other rights with respect to such Shares and other securities, including voting at any meeting of Transmittal properly completed stockholders. Such powers of attorney and bearing original signature(s) proxies will be irrevocable and will be granted in consideration of the original purchase of any required signature guarantee(s) or, the Shares by Purchaser in accordance with the case terms of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.Offer. 7

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the such stockholder's certificates for the Shares to be tendered are not immediately available, or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholderstockholder's Shares tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfied: (i) the met: A. such tender is made by or through an Eligible Institution; and (ii) B. a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser is received by the Depositary as provided below prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) and C. the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such Shares, as the case may be), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or facsimile thereof), with any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) guarantees and any other documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third within three NYSE trading day days after the date of execution of the 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 (i) certificates evidencing such Shares for (or a timely Book-Entry Confirmation of the delivery of with respect to) such Shares Shares, (if available), ii) a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s(or facsimile thereof) and the original of with any required signature guarantee(s) or, guarantees or an Agent's Message in the case of connection with a book-entry transferdelivery of Shares, an Agent's Message and (iii) any other documents required by the Letter of Transmittal.. Accordingly, tendering stockholders may be paid at different 5

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder A stockholder who desires to tender Shares pursuant to the Offer and the whose certificates for the Shares to be tendered are not immediately available, or time will available and cannot permit the Letter of Transmittal and all documents required by the Letter of Transmittal be delivered to reach the Depositary prior to 5:00 P.M. Eastern Time on the Offer Expiration DateTime, or a shareholder who cannot complete the procedures procedure for delivery by book-entry transfer on a timely basisprior to the Offer Expiration Time, then or who cannot deliver all required documents to the Depositary prior to the Offer Expiration Time, may tender such shareholder's Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfied: (i) the requirements set forth below: • such tender is made by or through an Eligible Institution; and (ii) ​ • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary (as provided below) prior to 5:00 P.M. Eastern Time on the Offer Expiration DateTime; and (iii) and ​ • the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to all such Shares, as the case may be), together with a Letter of Transmittal properly completed and bearing original signature(s) and the original duly executed Letter of Transmittal, with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by ’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within two NASDAQ trading day days after the date of execution of the 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 facsimile transmission mailed or mail e-mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD 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. TABLE OF DELIVERY OF ANY DOCUMENTSCONTENTS Notwithstanding any provision of the Merger Agreement to the contrary, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Purchaser will pay for Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(snot validly withdrawn) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 (i) certificates evidencing such Shares for (or a timely Book-Entry Confirmation of the delivery of with respect to) such Shares Shares, (if available), ii) a Letter of Transmittal Transmittal, properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's ’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, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under 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 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. 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. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal, or by providing Electronic Instructions on the Offer Website), the tendering stockholder irrevocably appoints Purchaser’s designees as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered 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 the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights 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, special, adjourned or postponed meeting of the stockholders of the Company, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s payment for such Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you want to tender Shares pursuant to in the Offer and the certificates for the Shares to be tendered Share Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on or before the Expiration Date or the procedures for book-entry transfer cannot be completed on or before the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's your Shares may nevertheless be tendered, provided that tendered if you comply with all of the following conditions are satisfied: (i) the guaranteed delivery procedures: • your tender is made by or through an Eligible InstitutionInstitution (as defined below); and (ii) • the Depositary receives, as described below, a properly completed and duly executed signed Notice of Guaranteed Delivery on or before the Expiration Date, substantially in the form provided made available by the Fund is received by Purchaser; and • the Depositary prior to 5:00 P.M. Eastern Time on receives the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for representing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, transfer together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or a facsimile thereof), with any required signature guarantee(s) 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, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE Transmittal within three Nasdaq trading day days after the date of execution of the Notice of Guaranteed Delivery. The Delivery of the Notice of Guaranteed Delivery may be delivered made by hand mail or transmitted by facsimile transmission or mail to the Depositary and Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each (as defined below) in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERTable of Contents Signature Guarantees. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), No signature guarantee is required on the Letter of Transmittal properly (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 system whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such 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 bearing original signature(sloan associations and brokerage houses) and that is a member in good standing in the original of any required signature guarantee(s) and Security Transfer Agents Medallion Program or any other documents required “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under 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 timely delivered. Timely delivery made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name of a condition precedent to acceptance of Shares for purchase pursuant to person other than the Offer and to payment 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 purchase amountregistered 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 hereofof 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 evidencing such Shares Certificates or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s acceptance of the Offer, as well as the tendering shareholder’s representation and warranty that such shareholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment). For Shares to be validly tendered during a subsequent offering period, if any, you must comply with the foregoing procedures, except that required documents and Share Certificates must be received during the subsequent offering period.

Guaranteed Delivery. Notwithstanding the foregoing, if a A shareholder who desires to tender Shares pursuant to the Offer and the whose certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder who cannot complete comply with the procedures procedure for delivery by book-entry transfer or the tender of Shares from a DRS Account on a timely basis, then or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such shareholder's Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfied: (i) the requirements set forth below: • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration Date; and and • the 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 (iiii) the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to all such Shares, as the case may be), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or a manually signed facsimile thereof), together with any required signature guarantee(s) 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 or (ii) in the case 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, are received by . A “trading day” is any day on which the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed DeliveryNASDAQ Global Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand or may be transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofof 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 (i) except with respect to Shares in a DRS Account, certificates evidencing such Shares or a Book-Entry Confirmation of the delivery 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, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s acceptance of the Offer, as well as the tendering shareholder’s representation and warranty that such shareholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder Holder desires to tender Shares Notes pursuant to the Tender Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such Holder cannot complete the procedures for delivery by book-entry transfer on at or prior to the Expiration Time, such Holder may effect a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tender of Notes if all of the following conditions are satisfied: (i) the complied 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; and (ii) , 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 Delivery (by manually signed facsimile transmission, mail or hand delivery) in substantially the form provided by the Fund Offeror setting forth the name and address of the 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 prior to 5:00 P.M. Eastern Time close of business on the second business day after the Expiration Date; and (iii) the certificates for all such tendered SharesTime, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may beproperly transmitted Agent’s Message, together with a Letter confirmation of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfertransfer 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; and • a properly transmitted Agent’s Message, an 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 prior to 5:00 P.M. Eastern Time and Information Agent no later than the close of business on the third NYSE trading second business day after the date of execution of Expiration Time. If DTC’s ATOP procedures are used, the DTC participant need not complete and physically deliver the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail Form to the Depositary and must include a guarantee Information Agent. However, you will be bound by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender terms of the Shares effected thereby complies with, Rule 14e-4 under Tender Offer. Guaranteed Deliveries may be submitted only in authorized denominations. Interest will cease to accrue on the Exchange Act, each Settlement Date for all Notes accepted in the form set forth in Tender Offer, including those tendered through the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalDelivery Procedures.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires Stockholder wishes to tender Shares pursuant to the Offer and the certificates for the cannot deliver his or her Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all other required documents required to the Depositary by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Expiration Time on the Expiration Date, or a shareholder canmay not complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares Stockholder may nevertheless be tendered, provided that tender such Shares if all of the following conditions are satisfied: (i) the met: • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund us with this Offer to Purchase is received by the Depositary prior to 5:00 P.M. Eastern Time on (as provided below) by the Expiration DateTime; and (iii) and • the certificates for all such tendered Shares, in proper form for transfer, Shares (or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case confirmation of a book-entry transfertransfer 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 ’s Message) and any documents other required by the Letter of Transmittaldocuments, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three NASDAQ trading day days after the date of execution of the 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such notice. Shares tendered by a Notice of Guaranteed DeliveryDelivery 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 unless otherwise mutually agreed by us and OPAY. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form)The method of delivery of Shares, the Letter of Transmittal properly completed and bearing original signature(s) all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment risk of the purchase amounttendering stockholder. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made deemed delivered only after timely receipt when actually received by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) orincluding, in the case of a book-entry transfer, an Agent's Message 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 Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and any other documents required by 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 the Letter of Transmittal, and that when we accept such Shares in the Offer, we will acquire good and unencumbered title, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions to the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the Share certificates for the evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and 5 Table of Contents • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance 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 the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund Purchaser, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal Transmittal, properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery 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, (if available), a ii) the Letter of Transmittal Transmittal, properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance 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 the Letter of Transmittal. The Purchaser’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and the Purchaser upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder A stockholder who desires to tender Shares pursuant to the Offer and the whose certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder who cannot complete comply with the procedures for delivery by book-entry transfer on a timely basis, then or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such shareholder's Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) requirements set forth below: • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, in the form provided by the Fund Purchaser, is received by the Depositary (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) and ​ • the certificates for all such tendered Shares, in proper form for transfer, transfer (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, as the case may be), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by ’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within two trading day days after the date of execution receipt by the Depositary of the 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 facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have For purposes of the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) Merger Agreement and the original Offer, unless otherwise mutually agreed to by Xxxx and Purchaser, any Shares subject to Notices of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, Guaranteed Delivery will be deemed not to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to validly tendered into the Offer unless and to payment until the Shares underlying such Notices of Guaranteed Delivery are actually received in accordance with the terms of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalOffer.

Guaranteed Delivery. Notwithstanding the foregoing, if If a 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 the certificates for the Share Certificates evidencing such shareholder’s Shares to be tendered are not immediately available, available or time will such shareholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration DateTime, or a such shareholder cannot complete the procedures procedure for delivery by book-entry transfer through the Book-Entry Transfer Facility on a timely basis, then such shareholder's Shares may nevertheless be tendered, ; provided that all of the following conditions are satisfied: (i) the : · such tender is made by or through an Eligible Institution; and (ii) · a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Time by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and · the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or in each case together with a Book-Entry Confirmation with respect to such properly completed and duly executed Letter of Transmittal for Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three (3) NASDAQ trading day days after the date of execution of the such Notice of Guaranteed Delivery. The A Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission [(000) 000-0000], overnight courier or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by us. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have In the responsibility to cause their case of Shares tendered (in proper certificated or uncertificated form)held through the Book-Entry Transfer Facility, the Letter Notice of Transmittal properly completed Guaranteed Delivery must be delivered to the Depositary by a 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. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and bearing original signature(s) conditions of the Offer, as well as the tendering shareholder’s representation and warranty that such shareholder has the original of any required signature guarantee(s) full power and any other documents required by authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal, and that when the Acceptance Time occurs, we will acquire good and unencumbered title, free and clear of all liens, restrictions, charges and encumbrances and not subject to be timely deliveredany adverse claims. Timely delivery is a condition precedent to Our acceptance for payment of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares accepted for payment tendered pursuant to the Offer will in constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions to the Offer. FFE shall make all cases be made only after timely receipt by the Depositary of Share certificates evidencing such tax withholdings on FFE Restricted Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by law (by repurchasing the Letter applicable number of TransmittalFFE Restricted Shares at the Offer Price if necessary).

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such shareholder’s Shares to be tendered are not immediately available, available or time will such shareholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a such shareholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile Table of Contents thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time within three trading days (on the third NYSE trading day NASDAQ Global Market) after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 Certificates evidencing such Shares or a Book-Entry Confirmation of the delivery transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3; (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal; and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary on or prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received on or prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three New York Stock Exchange trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(sguarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. THE 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. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, 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 any other documents required by one of the procedures described above will constitute the tendering stockholder’s acceptance 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 the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder A stockholder who desires to tender Shares pursuant to in the Offer and the certificates for the Shares to be tendered whose Certificates are not immediately available, available or when time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on at or before the Expiration Date, Date or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basiscannot be completed at or before the Expiration Time, then such shareholder's may tender Shares may nevertheless be tendered, provided that by complying with all of the following conditions are satisfied: (i) the guaranteed delivery procedures: • such tender is made by or through an Eligible Institution; and (ii) • the Depositary receives, as described below, a properly completed and duly executed signed Notice of Guaranteed Delivery at or before the Expiration Time, substantially in the form provided made available by the Fund is received by Purchaser; and • the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and receives Certificates (iiior a Book-Entry Confirmation) the certificates for representing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, transfer together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and (or a facsimile of the original Letter of Transmittal), with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time Transmittal within three (3) trading days on the third NYSE trading day NASDAQ after the date of execution of the Notice of Guaranteed Delivery. The Delivery of the Notice of Guaranteed Delivery may be delivered made by hand mail or transmitted by facsimile transmission or mail to the Depositary and Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofof 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 certificates evidencing (a) Certificates representing such Shares Shares, or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary's account at DTC, (if available), b) a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and (or facsimile of the original Letter of Transmittal), together with any required signature guarantee(s) 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 might not be made to all tendering stockholders of Exa at the same time, and will depend upon when the Depositary receives Certificates or Book-Entry Confirmation that Shares have been transferred into the Depositary's account at DTC.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the Share certificates for the evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three NASDAQ Stock Market trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountus. Notwithstanding any other provision hereofof this Offer, payment for to holders of Shares accepted for payment pursuant to the Offer will in all cases only be made only after timely receipt by the Depositary of Share (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery 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, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal.. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The method of delivery of Share Certificates, 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 tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the such holder's certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary on or prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: met: (i) the tender is such tenders are made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund Purchaser is received by the Depositary prior to 5:00 P.M. Eastern Time on as provided below by the Expiration Date; and and (iii) the certificates for all such tendered Shares, Shares in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such Shares, as the case may beConfirmation), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s(or a manually signed facsimile thereof) and the original of with any required signature guarantee(s) (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 prior to 5:00 P.M. Eastern Time on the third within three NYSE trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand hand, or may be transmitted by facsimile transmission transmission, or mail by mail, to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTSIn all cases, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their payment for Shares tendered and purchased pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (in proper certificated or uncertificated forma timely Book-Entry Confirmation), the a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s(or a manually signed facsimile thereof) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountOTHER REQUIREMENTS. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), By executing a Letter of Transmittal properly completed and bearing original signature(s) and as set forth above, a tendering stockholder irrevocably appoints designees of the original of any required signature guarantee(s) orPurchaser as his proxies, in the case of a book-entry transfer, an Agent's Message and any other documents required by manner set forth in the Letter of Transmittal., to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and purchased by the Purchaser (and any and all other Shares and other securities issued or issuable in respect thereof on or after October 9, 1996) prior to the time of any stockholder vote or other action. All such proxies shall be 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 such Shares for payment. Upon such appointment, all prior proxies given by such stockholder with respect to such purchased Shares or other securities will be revoked and no subsequent proxies may be given. 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, special or adjourned meeting of the Company's stockholders, by written consent or otherwise. The Purchaser reserves the right to require that, in order for Shares to be validly tendered, immediately upon the acceptance for payment of such Shares, the Purchaser be able to exercise full voting and other rights of a record and beneficial holder, including rights in respect of acting by written 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 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. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary on or prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer or the tender of Shares from a DRS Account on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received on or prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Depositary receives, within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery either (iii1) in the certificates for case of Shares other than those held in a DRS Account, the Share Certificates (or a Book-Entry Confirmation) evidencing all such tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a Book-Entry Confirmation with respect to such Sharesmanually signed facsimile thereof), as the case may beproperly completed and duly executed, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) 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 or (2) in the case 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 the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by Purchaser. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of The procedures for guaranteed delivery above may not be used during any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountsubsequent offering period. Notwithstanding any other provision hereofof the 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 (1) except with respect to Shares in a DRS Account, certificates evidencing such Shares or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures described in this Section 3, (if available), a 2) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original duly executed, together 7 Table of Contents with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (3) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Binding Agreement. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance 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 the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you wish to tender Shares pursuant to the Offer and the certificates for the cannot deliver such Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all other required documents required to the Depositary by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, Date or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares you may nevertheless be tendered, provided that tender such Shares if all of the following conditions are satisfied: (i) the met: • such tender is made by or through an Eligible InstitutionInstitution (as defined below); and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by us with this Offer to Purchase (or substantially the Fund same form) is received by the Depositary prior to 5:00 P.M. Eastern Time on (as provided below) by the Expiration Date; and and • the Share Certificates (iiior a Book-Entry Confirmation ) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of with any required signature guarantee(s) guarantee (or, in the case of a book-entry transfer, or an Agent's ’s Message) and any documents other required by the Letter of Transmittaldocuments, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three (3) NASDAQ trading day days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in (as defined below) using the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have Delivery made available by Purchaser (or substantially the responsibility to cause their Shares tendered (in proper certificated or uncertificated same form), . Guarantee of Signatures. No signature guarantee is required on the Letter of Transmittal properly (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 bearing original signature(sloan associations and brokerage houses) and that is a member in good standing of the original of any required signature guarantee(s) and Securities Transfer Agents Medallion Program or any other documents required “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 timely delivered. Timely delivery is made or delivered to, or a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares Share Certificate not accepted for payment or not tendered is 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 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. Table of Contents The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance 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 the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will in all cases be made only after timely receipt by constitute a binding agreement between the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation tendering stockholder and us upon the terms and subject to the conditions of the delivery Offer (and if the Offer is extended or amended, the terms of or the conditions to any such Shares (if availableextension or amendment), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you wish to tender Shares pursuant to the Offer and the certificates for the cannot deliver such Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all other required documents required to the Depositary by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, Date or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares you may nevertheless be tendered, provided that tender such Shares if all of the following conditions are satisfied: (i) the met: • such tender is made by or through an Eligible InstitutionInstitution (as defined below); and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund us with this Offer to Purchase is received by the Depositary prior to 5:00 P.M. Eastern Time on (as provided below) by the Expiration Date; and (iii) and • the certificates for all such validly tendered Shares, in proper form for transfer, Shares (or a Book-Entry Confirmation with respect to such Shares, as into the case may beDepositary’s account at DTC), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of together with any required signature guarantee(s) guarantee (or, in the case of a book-entry transfer, or an Agent's ’s Message) and any documents other required by the Letter of Transmittaldocuments, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three (3) NASDAQ trading day days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each (as defined below) in the form set forth in the such Notice. Shares tendered by a Notice of Guaranteed DeliveryDelivery 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. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERGuarantee of Signatures. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), No signature guarantee is required on the Letter of Transmittal properly (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 bearing original signature(sloan associations and brokerage houses) and that is a member in good standing of the original of any required signature guarantee(s) and Securities Transfer Agents Medallion Program or any other documents required “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 timely delivered. Timely delivery made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name of a condition precedent to acceptance of Shares for purchase pursuant to person other than the Offer and to payment 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 purchase amountregistered 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 hereofof 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 Certificates evidencing such Shares or a Book-Entry Confirmation of the delivery 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, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary on or prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received on or prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three NASDAQ Stock Market trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. THE 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. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, 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 any one of the procedures described above will constitute the tendering stockholder’s acceptance 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 the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires stockholder wishes to tender Shares pursuant to the Offer and the stockholder's certificates for the Shares to be tendered are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required to be received by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfied: (i) the complied with: - The tender is made by or through an Eligible Institution; and (ii) a - A properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser with this Offer to Purchase, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the and - The certificates for all such tendered Shares, Shares in proper form for transfer, transfer or a Book-Entry Confirmation with respect to such all tendered Shares, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any required signature guarantees (or, in the case of a book-entry transfer 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 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 facsimile transmission or mailed to the Depositary and must include an endorsement by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery 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 Offer to Purchase, payment for Shares accepted for payment pursuant to the Offer in all cases will be made only after timely receipt by the Depositary of certificates for (or Book-Entry Confirmation with respect to) the Shares, a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of any duly executed with all required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any all other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofAccordingly, payment for Shares accepted for payment pursuant to the Offer will in all cases may not be made only after timely receipt to all tendering stockholders at the same time, and will depend upon when Share certificates are received by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery Confirmations of such Shares (if available)are received into the Depositary's account at the Book-Entry Transfer Facility. BACKUP FEDERAL INCOME TAX WITHHOLDING. TO 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, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalEACH 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. SEE SECTION 5 BELOW AND INSTRUCTION 10 OF THE LETTER OF TRANSMITTAL.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to in the Offer and the Share certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all other required documents required by the Letter of Transmittal cannot be delivered to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete if the procedures procedure for delivery by book-entry transfer on a timely basiscannot be completed prior to the Expiration Date, then such shareholderor if time will not permit all required documents to reach the Depositary prior to the Expiration Date, the stockholder's Shares tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfied: (i) met: • the tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to 5:00 P.M. Eastern Time on the Expiration Date; and and • the Share certificates (iii) the certificates for all such tendered Sharesor a Book-Entry Confirmation), in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a Book-Entry Confirmation with respect to such Shares, as the case may bemanually executed facsimile thereof), together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) 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 prior to 5:00 P.M. Eastern Time at one of its addresses set forth on the third NYSE back cover of this Offer to Purchase within two trading day days after the date of execution of 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 (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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalPurchaser.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to in the Offer offer and the Share certificates for the Shares to be tendered are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on before the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares stockholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfied: (i) met: • the tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary prior to 5:00 P.M. Eastern Time on Depositary, as provided below, before the Expiration Date; and and • the Share certificates (iii) the certificates for all such tendered Sharesor a Book-Entry Confirmation), in proper form for transfer, or together with a Book-Entry Confirmation with respect to such Shares, as the case may beproperly completed and duly executed letter of transmittal, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalPurchaser.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares shares pursuant to the Offer offer and the stockholder's certificates for the Shares to be tendered shares are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary Registrar and Transfer Company prior to 5:00 P.M. Eastern Time on the Expiration Dateexpiration date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholderstockholder's Shares tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfied: (i) met: - the tender is made by or through an Eligible Institutioneligible institution, as described below; and (ii) - a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund CRI Acquisition, is received by the Depositary depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Dateexpiration date; and (iii) and - the certificates for all such tendered Shares, in proper form for transferfor, or a Bookbook-Entry Confirmation entry confirmation with respect to such Sharesto, as the case may beshares, together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of or facsimile thereof, with any required signature guarantee(s) (guarantees, or, in the case of a book-entry transfer, an Agentagent's Message) message, and any other required documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE depositary within three New York Stock Exchange trading day days after the date of execution of 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each eligible institution in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 all of the following: - certificates evidencing such Shares for, or a Booktimely book-Entry Confirmation of entry confirmation with respect to, the delivery of such Shares (if available), shares; - a Letter of Transmittal Transmittal, or facsimile thereof, properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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, tendering shareholders may be paid at different times depending upon when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary. UNDER 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. The valid tender of shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and CRI Acquisition upon the terms and subject to the conditions of the offer.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third second NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission to (000) 000-0000 or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder Shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered such Shareholder's Share Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, Date or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: : (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser herewith, is received by the Depositary as provided below prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iii) the certificates Share Certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may beConfirmation, together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s(or manually signed facsimile thereof) and the original of with any required signature guarantee(s) guarantee (or, in the case of a book-entry transferdelivery, an Agent's Message) and any other documents required by the such Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the Notice of Guaranteed Delivery. The A "trading day" is any day on which the NASDAQ National Market System (the "NASDAQ National Market") operated by the NASD is open for business. 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 Certificates evidencing such Shares Shares, or a Book-Entry Confirmation of the delivery of such Shares Shares, (if available), ii) a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s(or manually signed facsimile thereof) and the original of any required signature guarantee(s) (or, in the case of a book-entry transferdelivery, an Agent's Message Message) and (iii) any other documents required by the Letter of Transmittal. Backup Federal Withholding Tax. To prevent backup federal income tax withholding with respect to payment of the purchase price of Shares purchased pursuant to the Offer, each such Shareholder must provide the Depositary with such Shareholder's correct taxpayer identification number and certify that such Shareholder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. Foreign Shareholders must submit a completed Form W-8 to avoid 31% backup withholding. This form may be obtained from the Depositary. See Instruction 8 of the Letter of Transmittal. Appointment as Proxy; Distributions. By executing a Letter of Transmittal as set forth above, a tendering Shareholder irrevocably appoints designees of Purchaser as such Shareholder's attorneys-in-fact and proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such Shareholder's rights with respect to the Shares tendered by such Shareholder and accepted for payment by Purchaser (and any and all non-cash dividends, distributions, rights, other Shares, or other securities issued or issuable in respect of such Shares on or after the date of this Offer to Purchase). All such proxies shall be considered coupled with an interest in the tendered Shares. This appointment will be effective if, when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. Upon such acceptance for payment, all prior proxies given by such Shareholder with respect to such Shares and other securities will, without further action, be revoked, and no subsequent proxies may be given. The 7 10 designees of Purchaser will, with respect to the Shares and other securities for which the appointment is effective, be empowered to exercise all voting and other rights of such Shareholder as they in their sole discretion may deem proper at any annual, special, adjourned or postponed meeting of Shareholders, by written consent or otherwise, and in order for Shares or other securities to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares Purchaser must be able to exercise full voting rights with respect to such Shares and other securities. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tendered Shares pursuant to any of the procedures described above will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or if the acceptance for payment of, or payment for, such Shares might, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to Shares of any particular Shareholder, whether or not similar defects or irregularities are waived in the case of other Shareholders. 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. None of Furon, 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 will incur any liability for failure to give any such notification. Binding Agreement. Purchaser's acceptance for payment of Shares validly tendered pursuant to the Offer will constitute a binding agreement between the tendering Shareholder and Purchaser upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if a A shareholder who desires to tender Shares pursuant to the Offer and the whose certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder who cannot complete comply with the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's or who cannot deliver all required documents to the Depositary and Paying Agent prior to the Expiration Time, may tender those Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfied: (i) requirements set forth below: • the tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary and Paying Agent (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration DateTime; and (iii) and • the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such all those Shares, as the case may be), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or, with respect to Eligible Institutions, a manually executed facsimile thereof), with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE and Paying Agent within three trading day days after the date of execution of the 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 overnight courier or transmitted by via facsimile transmission or mail mailed to the Depositary and Paying Agent and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed DeliveryDelivery made available by Purchaser. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in In the case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary and Paying Agent by a book-entry transfer, an Agent's Message and any other documents required participant by means of the Letter confirmation system of TransmittalDTC.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder A stockholder who desires to tender Shares pursuant to the Offer and the whose certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder who cannot complete comply with the procedures for delivery by book-entry transfer on a timely basis, then or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such shareholder's Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) requirements set forth below: • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, in the form provided by the Fund Purchaser, is received by the Depositary (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) and ​ • the certificates for all such tendered Shares, in proper form for transfer, transfer (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, as the case may be), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees ​ ​ TABLE OF CONTENTS (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by ’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the 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 facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have For purposes of the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) Merger Agreement and the original Offer, unless otherwise mutually agreed to by Receptos and Purchaser, any Shares subject to Notices of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, Guaranteed Delivery will be deemed not to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to validly tendered into the Offer unless and to payment until the Shares underlying such Notices of Guaranteed Delivery are actually received in accordance with the terms of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalOffer.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to shares of Company Common Stock in the Offer and the such stockholder's certificates for the Shares to be tendered representing such shares are not immediately 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 the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares stockholder may nevertheless be tendered, provided that tender such shares of Company Common Stock if all of the following conditions are satisfied: (i) the met: - such tender is made by or through an Eligible InstitutionInstitution (as described above under the caption "Signature Guarantees"); and (ii) - a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund enclosed with this Offer to Purchase, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to 5:00 P.M. Eastern Time on the Expiration Date; and and - either (iiii) the certificates for all representing shares of Company Common Stock being tendered in the Offer, together with 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"), 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 tendered SharesNotice of Guaranteed Delivery or (ii) in the case of a book-entry transfer 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), in proper form for transferproperly completed and duly executed, and any required signature guarantees (as described above under the caption "Signature Guarantees"), or an Agent's Message (as described above under the caption "Book-Entry Transfer"), and any other required documents, 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 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, or mail to the Depositary, and must include a guarantee by an Eligible Institution (as described above under the caption "Signature Guarantees") in the form set forth in 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 provision hereof, in all cases payment for shares of Company Common Stock that are accepted for payment in the Offer will be made only after timely receipt by the Depositary of the following: - certificates for such shares, or a timely Book-Entry Confirmation (as described above under the caption "Book-Entry Transfer") with respect to such Shares, as shares; - the case may be, together with a Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees (oras described above under the caption "Signature Guarantees"), or in the case of a Book-Entry Transfer, an Agent's Message 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, tendering stockholders may be paid at different times depending upon when certificates for shares of Company Common Stock being tendered in the Offer or Book-Entry Confirmations with respect to shares of Company Common Stock being tendered in the Offer are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY MERGER SUB ON THE OFFER PRICE PAYABLE IN RESPECT OF SHARES OF COMPANY COMMON STOCK BEING TENDERED IN THE OFFER, REGARDLESS OF ANY EXTENSION OF, OR AMENDMENT TO, THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES. Appointment. By executing and returning the Letter of 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) Message in lieu of the Letter of Transmittal as described above under the caption "Book-Entry Transfer," a stockholder tendering shares of Company Common Stock in the Offer will be irrevocably appointing designees of Merger Sub as such stockholder's attorneys-in-fact and any documents required by proxies in the manner described in the Letter of Transmittal, are received each with full power of substitution, to the full extent of such stockholder's rights with respect to the shares of Company Common Stock being tendered by the Depositary prior such stockholder and accepted for payment by Merger Sub and with respect to 5:00 P.M. Eastern Time any and all other shares of Company Common Stock or other securities or rights issued or issuable in respect of such shares on the third NYSE trading day or after the date of execution this Offer to Purchase. All such proxies will be considered coupled with an interest in the shares of Company Common Stock being tendered. Such appointment will be effective when, and only to the Notice extent that, Xxxxxx Sub accepts for payment the shares of Guaranteed DeliveryCompany Common Stock being tendered by such stockholder as provided in this Offer to Purchase. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such shares of Company Common Stock or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be effective). The Notice designees of Guaranteed Delivery may Merger Sub will thereby be delivered by hand empowered to exercise all voting and other rights with respect to such shares of Company Common Stock and other securities or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each rights in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original respect of any required signature guarantee(s) and annual, special or adjourned meeting of Esperion's stockholders, actions by written consent in lieu of any other documents required by such meeting or otherwise, as they in their sole discretion deem proper. Merger Sub reserves the Letter right to require that, in order for shares of Transmittal, Company Common Stock to be timely delivered. Timely delivery is a condition precedent to deemed validly tendered, immediately upon Merger Sub's acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding such shares, Merger Sub must be able to exercise full voting, consent and other rights with respect to such shares and other securities or rights, including voting at any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary meeting of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittalstockholders.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered such stockholder's Stock Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary on or prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: : (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration DateDate as provided below; and and (iii) the certificates Stock Certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such Shares, as the case may beConfirmation), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or facsimile thereof), with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of 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 facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATESSHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING THROUGH BOOK-ENTRY TRANSFER FACILITIES, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERSTOCKHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DOCUMENTS ARE SENT DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have BACK-UP FEDERAL INCOME TAX WITHHOLDING. Under the responsibility federal income tax laws, the Depositary will be required to cause their Shares tendered (withhold 31% of the amount of any payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to back-up federal income tax withholding by completing the Substitute Form W-9 included in proper certificated or uncertificated form), the Letter of Transmittal properly (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 and bearing original signature(s) and the original Form W-8 Certificate of Foreign Status prior to receipt of any required signature guarantee(s) payments. OTHER REQUIREMENTS. By executing a Letter of Transmittal as set forth above, a tendering stockholder irrevocably appoints designees of Purchaser as the stockholder's attorneys-in-fact and any other documents required by proxies, in the manner set forth in the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance each with full power of Shares for purchase pursuant substitution, to the Offer full extent of the stockholder's rights with respect to the Shares tendered by the stockholder and to accepted for payment by Purchaser (and any and all other Shares or other securities or property issued or issuable in respect of such Shares on or after the date of the Merger Agreement). All such proxies and powers of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective only upon acceptance for payment of the purchase amountShares by Purchaser. Notwithstanding Upon such acceptance for payment, all prior proxies and consents given by the stockholder with respect to such Shares and other securities will, without further action, be revoked, and no subsequent proxies may be given nor any subsequent written consent executed by such stockholder (and, if given or executed, will not be deemed to be effective) with respect thereto. The designees of Purchaser will, with respect to the Shares and other provision hereofsecurities, payment 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 adjourned meeting of the Company's stockholders, by written consent or otherwise. Purchaser reserves the right to require that, in order for Shares accepted to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser is able to exercise full voting and other rights 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 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 cases 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 only 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 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 receipt received by the Depositary at one of Share certificates evidencing its addresses set forth on the back cover of this Offer to Purchase. 9 Any such Shares or a Book-Entry Confirmation 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 such Shares Stock Certificates, the name of the registered holder (if available), a Letter different from that of Transmittal properly completed and bearing original signature(sthe tendering stockholder) and the original of any required signature guarantee(s) serial numbers shown on the particular Stock Certificates evidencing the Shares to be withdrawn, or, in the case of a Shares tendered by book-entry transfer, an Agent's Message 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 documents required 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 Letter of Transmittal.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. Notwithstanding the foregoing, if If a shareholder Holder desires to tender Shares pursuant to the Offer and the such Holdxx'x Xhare certificates for the Shares to be tendered are not immediately available, available or time will such Holder cannot permit deliver the Letter of Transmittal Share certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such Holder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions are satisfied: : (i) the such tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser herewith, is received by the Depositary Depositary, as provided below, on or prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iii) the certificates for representing all such tendered Shares, Shares in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such Shares, as the Confirmation) in each case may be, together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s(or facsimile thereof) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three National 6 9 Association of Securities Dealers Automated Quotation -- National Market ("NASDAQ National Market") trading day days after the date of execution of 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision provisions 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 (a) certificates evidencing such Shares for (or a timely Book-Entry Confirmation of the delivery of with respect to) such Shares Shares, (if available), b) a Letter of Transmittal (or facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tendered Shares pursuant to any of the 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, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the terms of the Merger Agreement, to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to Shares of any particular Holder, and 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. None 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 a Letter of Transmittal as set forth above, a tendering Holder irrevocably appoints designees of the Purchaser as the Holder's attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the fullest extent of such Holder's rights with respect to the Shares tendered by such Holder and accepted for payment by the Purchaser. All such proxies shall be considered coupled with an interest in the tendered Shares. This appointment will be effective when, and only to the extent that, the Purchaser accepts such Shares for payment. Upon acceptance for payment, all prior proxies given by the Holder with respect to the Shares will be revoked, without further action, and no subsequent proxies may be given by or any subsequent written consent executed by such Holdxx (xxd, if given or executed, will not be deemed effective) with respect thereto. The designees of the Purchaser will, with respect to the Shares, be empowered to exercise all voting and other rights of such Holder as they in their sole discretion may deem proper at any annual, special or adjourned meeting of the Company's stockholders, by written consent or otherwise. The Purchaser reserves the right to require that, in order for Shares to be validly tendered, immediately upon the acceptance for payment of such Shares the Purchaser is able to exercise full voting and other rights of a record and beneficial Holder, including rights in respect of acting by written 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 the Letter of Transmittal.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires Datascope stockholder wants to tender Shares pursuant to in the Offer and the certificates for the Shares to be tendered his or her Share Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on or before the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer cannot be completed on a timely basistime, then such shareholder's the stockholder’s Shares may nevertheless be tendered, provided that tendered if he or she complies with all of the following conditions are satisfied: (i) guaranteed delivery procedures: • the tender is made by or through an Eligible Institution; and • the Depositary receives, on or before the Expiration Date, as described below, a properly completed and signed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser; and • the Depositary receives the Share Certificates (or a Book-Entry Confirmation) representing all tendered Shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a facsimile), with any required signature guarantees (or, in the case of a book-entry 6 Table of Contents transfer, an Agent’s Message) and any other documents required by the Letter of Transmittal, within three NASDAQ trading days after the date of execution of 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 must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Notwithstanding any other provision of the Offer, Purchaser will pay for Shares only after timely receipt by the Depositary of (i) Share Certificates for, or Book-Entry Confirmation with respect to, the Shares, (ii) a properly completed and duly executed Notice Letter of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and Transmittal (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may befacsimile), together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's ’s Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(siii) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofAccordingly, payment for Shares accepted for payment pursuant to the Offer will in all cases might not be made only after timely receipt by to all tendering Datascope stockholders at the same time, and the timing of payment will depend on when the Depositary of receives Share certificates evidencing such Shares Certificates or a Book-Entry Confirmation of that the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and have been transferred into the original of any required signature guarantee(s) or, in Depositary’s account at the case of a bookBook-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalEntry Transfer Facility.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires to tender Shares pursuant to the Offer and the such shareholder's certificates for the Shares to be tendered are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, Date or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfied: duly complied with: (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Offeror herewith, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iii) the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such Shares, as the case may beConfirmation), together with a properly completed and duly executed Letter of Transmittal properly completed (or a 5 8 manually signed facsimile thereof), and bearing original signature(s) and the original of any required signature guarantee(s) (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 prior to 5:00 P.M. Eastern Time on the third NYSE within three (3) Nasdaq National Market trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATESSHARES, THE LETTER OF TRANSMITTAL AND ANY ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 (i) certificates evidencing for such Shares or a Book-Entry Confirmation of the delivery of such Shares Confirmation, (if available), ii) a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of any (or a manually signed facsimile thereof), with all required signature guarantee(s) 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. BACKUP FEDERAL INCOME TAX WITHHOLDING. 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 form of documents and the validity, eligibility (including timeliness and receipt) and acceptance for payment of any tender of Shares will be determined by the 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, in the opinion of the Offeror, be unlawful. The Offeror also reserves the absolute right to waive any of the conditions of the Offer, subject to the 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. No 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 Transmittal as set forth above, a tendering shareholder irrevocably appoints designees of the Offeror as such shareholder's proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such shareholder's rights with respect to the Shares tendered by such shareholder and accepted for payment by the Offeror (and any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after February 27, 1996). All such proxies shall be considered coupled with an interest in the tendered Shares. This appointment is effective when, and only to the extent that, the Offeror accepts for payment the Shares deposited with the Depositary. Upon acceptance for payment, all prior proxies given by the shareholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent proxies may be given or written consent executed (and, if given or executed, will not be deemed effective). The designees of the Offeror will, with respect to the Shares and other securities or rights, be empowered to exercise all voting and other rights of such shareholder as they in their sole judgment deem proper in respect of any annual or special meeting of the Company's shareholders, or any adjournment or postponement thereof. The Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Offeror's payment for such Shares, the 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 such Shares, including voting at any meeting of shareholders (whether annual or special and whether or not adjourned) in respect of such Shares.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to in the Offer and the Share certificates for the Shares to be tendered are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on before the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares stockholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfied: (i) met: • the tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary prior to 5:00 P.M. Eastern Time on Depositary, as provided below, before the Expiration Date; and and • the Share certificates (iii) the certificates for all such tendered Sharesor a Book-Entry Confirmation), in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a Book-Entry Confirmation with respect to such Shares, as the case may bemanually signed facsimile thereof), together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed DeliveryDelivery made available by the Purchaser. THE METHOD OF DELIVERY OF ANY DOCUMENTSDuring the Subsequent Offering Period, INCLUDING SHARE CERTIFICATESif any, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility for Shares to cause their Shares tendered (in proper certificated or uncertificated form)be validly tendered, the Depositary must receive the required documents and certificates as set forth in the related Letter of Transmittal properly completed and bearing original signature(s) and the original — stockholders will not be permitted to tender Shares by means of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely guaranteed delivery is during a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalSubsequent Offering Period.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three (3) trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the Share certificates for the evidencing such stockholder's Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three New York Stock Exchange trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountus. Notwithstanding any other provision hereofof this Offer, payment for to holders of Shares accepted for payment pursuant to the Offer will in all cases only be made only after timely receipt by the Depositary of Share (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery 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, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The method of delivery of Share Certificates, 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 tendering stockholder, and the delivery 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 ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance 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 the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to shares of OpticNet common stock in the Offer and the such stockholder's certificates for the Shares to be tendered representing such shares are not immediately 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 the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration DateDate of the Offer, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares stockholder may nevertheless be tendered, provided that tender such shares of OpticNet common stock if all of the following conditions are satisfied: (i) the met: - such tender is made by or through an Eligible InstitutionInstitution (as described above under the caption "Signature Guarantees"); and (ii) - a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund enclosed with this Offer to Purchase, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to 5:00 P.M. Eastern Time on the Expiration DateDate of the Offer; and and - either (iiii) the certificates for all representing tendered shares of OpticNet common stock being tendered in the Offer, together with 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"), 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 tendered SharesNotice of Guaranteed Delivery or (ii) in the case of a book-entry transfer 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), in proper form for transferproperly completed and duly executed, and any required signature guarantees (as described above under the caption "Signature Guarantees"), or an Agent's Message (as described above under the caption "Book-Entry Transfer"), and any other required documents, 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 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, and must include a guarantee by an Eligible Institution (as described above under the caption "Signature Guarantees") in the form set forth in 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 provision hereof, in all cases payment for shares of OpticNet common stock that are accepted for payment in the Offer will be made only after timely receipt by the Depositary of the following: - certificates for such shares, or a timely Book-Entry Confirmation (as described above under the caption "Book-Entry Transfer") with respect to such Shares, as shares; - the case may be, together with a Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees (oras described above under the caption "Signature Guarantees"), or in the case of a Book-Entry Transfer, an Agent's Message 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, tendering stockholders may be paid at different times depending upon when certificates for shares of OpticNet common stock being tendered in the Offer or Book-Entry Confirmations with respect to shares of OpticNet common stock being tendered in the Offer are actually received by the Depositary. UNDER 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. APPOINTMENT By executing and returning the Letter of 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) Message in lieu of the Letter of Transmittal as described above under the caption "Book-Entry Transfer," a stockholder tendering shares of OpticNet common stock in the Offer will be irrevocably appointing designees of the Purchaser as such stockholder's attorneys-in-fact and any documents required by proxies in the manner described in the Letter of Transmittal, are received each with full power of substitution, to the full extent of such stockholder's rights with respect to the shares of OpticNet common stock being tendered by such stockholder and accepted for payment by the Depositary prior Purchaser and with respect to 5:00 P.M. Eastern Time any and all other shares of OpticNet common stock or other securities or rights issued or issuable in respect of such shares on the third NYSE trading day or after the date of execution this Offer to Purchase. All such proxies will be considered coupled with an interest in the shares of OpticNet common stock being tendered. Such appointment will be effective when, and only to the extent that, the Purchaser accepts for payment the shares of OpticNet common stock being tendered by such stockholder as provided in this Offer to Purchase. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such shares of OpticNet common stock or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be effective). The designees of the Notice Purchaser will thereby be empowered to exercise all voting and other rights with respect to such shares of Guaranteed DeliveryOpticNet common stock and other securities or rights in respect of any annual, special or adjourned meeting of OpticNet's stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Notice Purchaser reserves the right to require that, in order for shares of Guaranteed Delivery may OpticNet common stock to be delivered by hand deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such shares and other securities or transmitted by facsimile transmission or mail rights, including voting at any meeting of stockholders. DETERMINATION OF VALIDITY All questions as to the Depositary validity, form, eligibility (including time of receipt) and must include a guarantee acceptance of any tender of shares of OpticNet common stock in the Offer will be determined by an Eligible Institution the Purchaser in its sole discretion, which determination will be final and a representation that binding. The Purchaser reserves the shareholder owns 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 Shares tendered within acceptance for payment of or payment for which may, in the meaning ofopinion of the Purchaser, and that be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of the Shares effected thereby complies withany shares of OpticNet common stock of any particular stockholder, Rule 14e-4 under the Exchange Act, each whether or not similar defects or irregularities are waived in the form set forth case of other stockholders. No tender of shares of OpticNet common stock in the Notice Offer will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Guaranteed Deliverythe 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 notification. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have The Purchaser's interpretation of the responsibility to cause their Shares tendered terms and conditions of the Offer (in proper certificated or uncertificated form), including the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) instructions thereto and any other documents required by 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 TransmittalTransmittal 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 be timely deliveredprovide the information and certification necessary to avoid backup withholding. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant See Instruction 9 to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittalenclosed with this Offer to Purchase.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you wish to tender your Shares pursuant to the Offer and the certificates for the but cannot deliver such Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all other required documents required to the Depositary by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Expiration Time on the Expiration Date, or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares you may nevertheless be tendered, provided that tender such Shares if all of the following conditions are satisfied: (i) the met: • such tender is made by or through an Eligible InstitutionInstitution (as defined below); and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund us with this Offer to Purchase is received by the Depositary (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration DateTime; and (iii) and • the certificates Certificates for all such validly tendered Shares, in proper form for transfer, Shares (or a Bookconfirmation of a book-Entry Confirmation with respect to entry transfer of such Shares, as Shares into the case may beDepositary’s account at the book-entry transfer facility), together with a Letter of Transmittal properly completed and bearing original signature(s) and the original duly executed Letter of Transmittal, with any required signature guarantee(s) guarantee (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by ’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within two Nasdaq trading day days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice. Shares tendered by a Notice of Guaranteed DeliveryDelivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Expiration Time. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), No signature guarantee is required on the Letter of Transmittal properly 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 and bearing original signature(s) and either the original of any required signature guarantee(s) and any other documents required by box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal; or • the Shares are tendered for the account of a financial institution (including most commercial banks, to be timely delivered. Timely delivery savings and loan associations and brokerage houses) that is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment member in good standing of the purchase amount. Notwithstanding Securities Transfer Agents Medallion Program or any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will “eligible guarantor institution,” as such term is defined in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation Rule 17Ad-15 of the delivery Exchange Act (each an “Eligible Institution” and, collectively, “Eligible Institutions”). Table of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.Contents

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you wish to tender Shares pursuant to shares under the Offer offer and the your certificates for the Shares to be tendered shares are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary depositary prior to 5:00 P.M. Eastern Time on the Expiration Dateexpiration date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares your tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfied: (i) the met: • your tender is made by or through an Eligible Institutioneligible institution; and (ii) • you ensure that a properly completed and duly executed Notice notice of Guaranteed Delivery guaranteed delivery, substantially in the form provided by the Fund we provide, is received by the Depositary depositary, as provided below, prior to 5:00 P.M. Eastern Time the expiration date; and • you ensure that the depositary receives, at one of the addresses set forth on the Expiration Date; and (iii) back cover of this Offer to Purchase and within the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter period of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE three trading day days after the date of execution of that notice of guaranteed delivery, either: • the Notice certificates representing the shares being tendered together with (1) a letter of Guaranteed Deliverytransmittal, 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 facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each eligible institution in the form set forth in the Notice that notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely guaranteed delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittalsets forth.

Guaranteed Delivery. Notwithstanding If the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered Share Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on or before the Expiration Date, Date or a shareholder cannot complete the procedures for delivery by book-entry transfer cannot be completed on a timely basistime, then such shareholder's the Shares may nevertheless be tendered, provided that tendered if you comply with all of the following conditions are satisfiedguaranteed delivery procedures: (i) the tender is made by or through an Eligible Institution; and; (ii) the Depositary receives, as described below, a properly completed and duly executed signed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time us, on or before the Expiration Date; and (iii) the certificates for Depositary receives the Share Certificates (or a Book-Entry Confirmation) representing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, transfer together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or facsimile), with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE Transmittal within three trading day days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand hand, mail or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofof the Offer, payment we will pay for Shares accepted for payment pursuant only after the conditions to the Offer will in all cases be made have been met and only after timely receipt by the Depositary of Share certificates evidencing such Shares Certificates for, or a of Book-Entry Confirmation of with respect to, the delivery of such Shares (if available)Shares, a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or facsimile thereof), together with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message Message) and any other documents required by the appropriate Letter of Transmittal. Accordingly, payment might not be made to all tendering stockholders at the same time, and will depend upon when the Depositary receives Share Certificates or Book-Entry Confirmation that the Shares have been transferred into the Depositary's account at the Book-Entry Transfer Facility.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you wish to tender Shares pursuant to shares in the Offer offer and the your certificates for the Shares to be tendered shares are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary depositary prior to 5:00 P.M. Eastern Time on the Expiration Dateexpiration date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares your tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfied: (i) the met: o your tender is made by or through an Eligible Institutioneligible institution; and (ii) o you ensure that a properly completed and duly executed Notice notice of Guaranteed Delivery guaranteed delivery, substantially in the form provided by the Fund we provide, is received by the Depositary depositary, as provided below, prior to 5:00 P.M. Eastern Time the expiration date; and o you ensure that the depositary receives, at one of the addresses set forth on the Expiration Date; and (iii) back cover of this Offer to Purchase and within the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter period of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE three trading day days after the date of execution of that notice of guaranteed delivery, either: o the Notice certificates representing the shares being tendered together with (1) a letter of Guaranteed Deliverytransmittal, 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 facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each eligible institution in the form set forth in the Notice that notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely guaranteed delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittalsets forth.

Guaranteed Delivery. Notwithstanding the foregoingIf a Rights Holder wishes to exercise Rights, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or but time will not permit such Rights Holder to cause the Letter of Transmittal and all documents required by the Letter of Transmittal Rights Certificate(s) evidencing those Rights to reach the Depositary Subscription Agent prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares Rights may nevertheless be tendered, provided that exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfiedmet: (i) the tender is made Rights Holder has caused payment in full of the Subscription Price for each share being subscribed for pursuant to the Basic Subscription Privilege and, if applicable, the Oversubscription Privilege, to be received (in the manner set forth above) by the Subscription Agent at or through an Eligible Institution; andprior to the Expiration Date; (ii) the Subscription Agent receives, at or prior to the Expiration Date, a properly completed and duly executed guarantee notice (a "Notice of Guaranteed Delivery Delivery"), guaranteed by a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or from a commercial bank or trust company having an office or correspondent in the form provided by United States, giving the Fund is received by name of the Depositary prior exercising Rights Holder, the number of shares being subscribed for pursuant to 5:00 P.M. Eastern Time on the Expiration DateBasic Subscription Privilege and, if any, pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate(s) evidencing those Rights within two (2) business days following the date of the Notice of Guaranteed Delivery; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(sRights Certificate(s) and evidencing the original of Rights being exercised, with any required signature guarantee(s) (orsignatures guaranteed as required, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are is received by the Depositary prior to 5:00 P.M. Eastern Time on Subscription Agent or such Rights are transferred into the third NYSE trading day after DTC account of the Subscription Agent within two (2) business days following the date of execution of the Notice of Guaranteed DeliveryDelivery relating thereto. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each Subscription Agent in the form set forth in same manner as Rights Certificates or may be delivered to the Subscription Agent by telegram or facsimile. The Subscription Agent shall make additional copies of the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalDelivery available upon request.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to shares of OpticNet common stock in the Offer and the such stockholder's certificates for the Shares to be tendered representing such shares are not immediately 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 the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration DateDate of the Offer, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares stockholder may nevertheless be tendered, provided that tender such shares of OpticNet common stock if all of the following conditions are satisfied: (i) the met: - such tender is made by or through an Eligible InstitutionInstitution (as described above under the caption "Signature Guarantees"); and (ii) - a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund enclosed with this Offer to Purchase, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to 5:00 P.M. Eastern Time on the Expiration DateDate of the Offer; and and - either (iiii) the certificates for all such representing tendered Shares, shares of OpticNet common stock being tendered in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may beOffer, together with a the Letter of Transmittal enclosed with this Offer to Purchase (or facsimile copy of it), properly completed and bearing original signature(s) duly executed, and the original of any required signature guarantee(sguarantees (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 (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 Message) Message (as described above under the caption "Book-Entry Transfer"), and any documents other required by the Letter of Transmittaldocuments, are is received by the Depositary prior to 5:00 P.M. Eastern Time at one of its addresses listed on the third NYSE 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 trading day days after the date of execution of the 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 (as described above under the Exchange Act, each caption "Signature Guarantees") in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTSIf delivery is by mail, INCLUDING SHARE CERTIFICATESregistered mail with return receipt requested, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTSproperly insured, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERis recommended. IF DOCUMENTS ARE SENT BY MAILIn all cases, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDEDsufficient time should be allowed to ensure timely delivery. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form)The method of delivery of share certificates, the Letter of Transmittal properly completed and bearing original signature(s) all other required documents is at the option and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment risk of the purchase amount. Notwithstanding any other provision hereoftendering stockholder, payment for Shares accepted for payment pursuant to the Offer and delivery will in all cases be made only after timely receipt when actually received by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalDepositary.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing that shareholder’s Shares to be tendered are not immediately available, available or time will that shareholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a that shareholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's those Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • that tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may bein each case, together with a the Letter of Transmittal Transmittal, properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the that Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or overnight courier, transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountus. Notwithstanding any other provision hereofof 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 Certificates evidencing such those Shares or a Book-Entry Confirmation of a book-entry transfer of those Shares into the delivery of such Shares Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal Transmittal, properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal.. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s acceptance of the Offer, as well as the tendering shareholder’s representation and warranty that, among other things, the shareholder has the full power and authority to tender and assign the Shares tendered and that, upon acceptance for payment, the Purchaser will acquire good, marketable and unencumbered title to those Shares, free and clear of all liens, restrictions, charges and encumbrances, in each case, as specified in the Letter

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires to tender Shares pursuant to the Offer and the such shareholder's certificates for the Shares to be tendered are not immediately available, available or the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfied: met: (i1) the such tender is made by or through an Eligible Institution; and (ii2) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser herewith, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iii3) the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to all such Shares, as the case may be), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or facsimile thereof), with any required signature guarantee(s) (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 prior to 5:00 P.M. Eastern Time on the third NYSE within three (3) trading day days after the date of execution of the 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 such Notice of Guaranteed Delivery and a representation that the 10 11 shareholder owns on whose behalf the tender is being made is deemed to own the Shares being tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 (i) certificates evidencing such for the Shares or a Book-Entry Confirmation of the delivery of with respect to such Shares Shares, (if available), ii) a Letter of Transmittal (or facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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, tendering shareholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The valid tender of Shares pursuant to one of the 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 on payments of 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 backup federal income tax withholding on payments made to certain shareholders with respect to the purchase price of Shares purchased pursuant to the Offer, each such shareholder must provide the Depositary with his correct taxpayer identification number by completing the Substitute Form W-9 included in the Letter of Transmittal. Appointment as Proxy. By executing the Letter of Transmittal as set forth above, the tendering shareholder will irrevocably appoint designees of the Purchaser as such shareholder's proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such shareholder's rights with respect to the Shares tendered 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 April 21, 1999. All such proxies shall be considered coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts for payment Shares tendered by such shareholder as provided herein. Upon such acceptance for payment, all prior proxies given by such shareholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent proxies may be given (and, if given, will not be deemed effective). The designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights in respect of any annual, special or adjourned meeting of the Company's shareholders, 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 of such Shares, the Purchaser 11 12 must be able to exercise full voting and other rights with respect to such Shares and other securities or rights, including voting at any meeting of 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 notification. 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.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder A stockholder who desires to tender Shares pursuant to the Offer and the whose certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder who cannot complete comply with the procedures for delivery by book-entry transfer on a timely basis, then or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such shareholder's Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) requirements set forth below: • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, in the form provided by the Fund Purchaser, is received by the Depositary (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) and Table of Contents • the certificates for all such tendered Shares, in proper form for transfer, transfer (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, as the case may be), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by ’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the such 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 facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have For purposes of the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) Merger Agreement and the original Offer, unless otherwise mutually agreed to by Xxxxx’s and Purchaser, any Shares subject to notices of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, guaranteed delivery will be deemed not to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to validly tendered into the Offer unless and until the Shares underlying such notices of guaranteed delivery are actually delivered to payment or on behalf of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalPurchaser.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder's Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : - such tender is made by or through an Eligible Institution; and (ii) - a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund Company, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and - the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) (orguarantees, 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three Nasdaq trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely deliveredCompany. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofIn 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 Certificates evidencing such Shares Shares, or a Book-Entry Confirmation of the delivery of such Shares (if available)Shares, a and the Letter of Transmittal Transmittal, properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) orguarantees, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to in the Offer and the Share certificates for the Shares to be tendered are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on before the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares stockholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfied: (i) met: • the tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary prior to 5:00 P.M. Eastern Time on Depositary, as provided below, before the Expiration Date; and and • the Share certificates (iii) the certificates for all such tendered Sharesor a Book-Entry Confirmation), in proper form for transfer, or together with a Book-Entry Confirmation with respect to such Shares, as the case may beproperly completed and duly executed Letter of Transmittal, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of 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 (or if sent by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) Book-Entry Transfer Facility and the original of any required signature guarantee(s) orDepositary; provided, in however, that if the case of notice is sent by a bookBook-entry transferEntry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an Agent's Message and any other documents required by express acknowledgment from the Letter of Transmittal.participant on whose behalf

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) ​ TABLE OF CONTENTS • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and ​ • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or in each case together with a Book-Entry Confirmation with respect to such Shares, as the case may beproperly completed and duly executed Letter of Transmittal, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (guarantees, or, in the case of a book-entry transfertransfers 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, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within two Nasdaq trading day days after the date of execution of the such Notice of Guaranteed Delivery. The ​ A Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission e-mail or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by us. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have In the responsibility to cause their case of Shares tendered (in proper certificated or uncertificated form)held through DTC, the Letter Notice of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to Guaranteed Delivery must be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant delivered to the Offer and to payment Depositary by a participant by means of the purchase amountconfirmation system of DTC. Notwithstanding any other provision hereofof 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 of: (a) Share certificates Certificates evidencing such Shares or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available)b) the Letter of Transmittal, a properly completed and duly executed, with any required signature guarantees and (c) any other documents required by the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's ’s Message and any other documents required by in lieu of the Letter of TransmittalTransmittal and such other documents. THE 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. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, 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.

Guaranteed Delivery. Notwithstanding the foregoing, if a A shareholder who desires to tender Shares pursuant to in the Offer and the certificates for the Shares to be tendered whose Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on at or before the Expiration Date or the procedures for book-entry transfer cannot be completed at or before the Expiration Date, or a shareholder cannot complete the procedures for delivery may tender Shares by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that complying with all of the following conditions are satisfied: (i) the guaranteed delivery procedures: • such tender is made by or through an Eligible Institution; and (ii) • the Depositary receives, as described below, a properly completed and duly executed signed Notice of Guaranteed Delivery at or before the Expiration Date, substantially in the form provided made available by the Fund is received by Purchaser; and • the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and receives Certificates (iiior a Book-Entry Confirmation) the certificates for representing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, transfer together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and (or a facsimile of the original Letter of Transmittal), with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time Transmittal within three (3) trading days on the third NYSE trading day NASDAQ after the date of execution of the Notice of Guaranteed Delivery. The Delivery of the Notice of Guaranteed Delivery may be delivered made by hand mail or transmitted by facsimile transmission or mail to the Depositary and Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofof 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 certificates evidencing (a) Certificates representing such Shares Shares, or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary's account at DTC, (if available), b) a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and (or facsimile of the original Letter of Transmittal), together with any required signature guarantee(s) 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 might not be made to all tendering shareholders of Arctic Cat at the same time, and will depend upon when the Depositary receives Certificates or Book-Entry Confirmation that Shares have been transferred into the Depositary's account at DTC.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to in the Offer and the Share certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all other required documents required by the Letter of Transmittal cannot be delivered to reach the Depositary prior to 5:00 P.M. Eastern Time on the Offer Expiration DateTime, or a shareholder cannot complete if the procedures procedure for delivery by book-entry transfer on a timely basiscannot be completed prior to the Offer Expiration Time, then such shareholderor if time will not permit all required documents to reach the Depositary prior to the Offer Expiration Time, the stockholder's Shares tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfied: (i) met: • the tender is made by or through an Eligible Institution; and (ii) Table of Contents • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to 5:00 P.M. Eastern Time on the Offer Expiration DateTime; and (iii) and • the certificates for all such tendered SharesShare certificates, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a Book-Entry Confirmation with respect to such Shares, as the case may bemanually executed facsimile thereof), together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) 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 prior to 5:00 P.M. Eastern Time at one of its addresses set forth on the third NYSE back cover of this Offer to Purchase within two Nasdaq trading day days after the date of execution of the Notice of Guaranteed Delivery. A "trading day" is any day on which quotations are available for shares listed on Nasdaq. 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalPurchaser.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder desires to tender Shares pursuant to in the Offer and the Share certificates for the Shares to be tendered are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on before the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares ’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfied: (i) met: • the tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary prior to 5:00 P.M. Eastern Time on Depositary, as provided below, before the Expiration Date; and and • the Share certificates (iii) the certificates for all such tendered Sharesor a Book-Entry Confirmation), in proper form for transfer, or together with a Book-Entry Confirmation with respect to such Shares, as the case may beproperly completed and duly executed Letter of Transmittal, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDEDDelivery made available by the Purchaser. Shareholders have the responsibility will not be permitted to cause their tender Shares tendered (in proper certificated or uncertificated form), the Letter by means of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely guaranteed delivery is during a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalSubsequent Offering Period.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you desire to tender Shares pursuant to Indigo shares under the Offer offer and the Indigo share certificates for the Shares to be tendered evidencing your Indigo shares are not immediately availableavailable or you cannot deliver the Indigo share certificates and all other required documents to the depositary before the expiration date, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder you cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares you may nevertheless be tenderedtender your Indigo shares, provided that all of the following conditions are satisfied: (i) the if: o tender is made by or through an Eligible Institution; and (ii) o the depositary receives a properly completed and duly executed Notice notice of Guaranteed Delivery guaranteed delivery, substantially in the form provided made available by us, before the Fund is received by expiration date; and o the Depositary prior to 5:00 P.M. Eastern Time on depositary receives the Expiration Date; and Indigo share certificates (iiior a book-entry confirmation) the certificates for evidencing all such tendered SharesIndigo shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a Letter the letter of Transmittal transmittal, properly completed and bearing original signature(s) and the original of executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE transmittal within three trading day days after the date of execution of that notice of guaranteed delivery. A trading day is any day on which the Notice Nasdaq National Market operated by the National Association of Guaranteed DeliverySecurities 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 or facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth described in the Notice form of Guaranteed Deliverynotice of guaranteed delivery made available by us. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofIn 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 the Indigo share certificates evidencing such Shares those Indigo shares, or a Bookbook-Entry Confirmation entry confirmation of the delivery of such Shares those Indigo shares, and the letter of transmittal (if availableor a facsimile of that letter), a Letter of Transmittal properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message Message), and any other documents required by the Letter letter of Transmittaltransmittal. Determination of Validity All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment 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 until all defects and irregularities have been cured or waived. None of AerFi Sverige, 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 notification. Our interpretation of the terms and conditions of the offer (including the letter of transmittal and the instructions thereto) will be final and binding.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you want to tender Shares pursuant to in the Offer and the certificates for the Shares to be tendered your Share Certificates are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on or before the Expiration Date, Date or a shareholder cannot complete the procedures for delivery by book-entry transfer cannot be completed on a timely basistime, then such shareholder's your Shares may nevertheless be tendered, provided that tendered if you comply with all of the following conditions are satisfied: (i) the guaranteed delivery procedures: • your tender is made by or through an Eligible Institution; and (ii) • the Depositary receives, as described below, a properly completed and duly executed signed Notice of Guaranteed Delivery on or before the Expiration Date, substantially in the form provided made available by the Fund is received by Purchaser; and • the Depositary prior to 5:00 P.M. Eastern Time on receives the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for representing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, transfer together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or a facsimile), with any required signature guarantee(s) 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, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE Transmittal within three (3) trading day days after the date of execution of the Notice of Guaranteed Delivery. The Delivery of the Notice of Guaranteed Delivery may be delivered made by hand mail or transmitted by facsimile transmission or mail to the Depositary and Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofof 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 Share certificates evidencing such Shares Certificates for, or a Book-Entry Confirmation of with respect to, the delivery of such Shares (if available)Shares, a properly completed 13 Table of Contents and duly executed Letter of Transmittal properly completed and bearing original signature(s) and (or facsimile of the original Letter of Transmittal), together with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message ’s Message) and any other documents required by the Letter of Transmittal. Accordingly, payment might not be made to all tendering stockholders of the Company at the same time, and will depend upon when the Depositary receives Share Certificates or Book-Entry Confirmation that the Shares have been transferred into the Depositary’s account at a Book-Entry Transfer Facility.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the such stockholder's certificates for the Shares to be tendered are not immediately available, the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholderstockholder's Shares tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfied: met: (ia) the such tender is made by or through an Eligible Institution; and (iib) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser herewith, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iiic) the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such Shares, as the case may be), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or a manually signed facsimile thereof), with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three trading day days after the date of execution of the 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 (a) certificates evidencing such Shares for (or a timely Book-Entry Confirmation of the delivery of with respect to) such Shares Shares, (if available), b) a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or a manually signed facsimile thereof), with any required signature guarantee(s) 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, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR THE SHARES TO BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The valid tender of Shares 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. By executing a Letter of Transmittal as set forth above, the tendering stockholder irrevocably appoints designees of 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, to the full extent of such stockholder's rights with respect to the Shares tendered 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 October 14, 1997. All such proxies shall be considered coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts 5 8 for payment Shares tendered by such stockholder as provided herein. Upon such acceptance for payment, all prior powers of attorney and proxies given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney and proxies may be given (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise voting and other rights with respect to such Shares or other securities or rights in respect of any annual, special or adjourned meeting of the Company's stockholders, or otherwise, as they in their sole discretion deem proper. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser must be able to exercise voting and other rights with respect to such Shares and other securities or rights, including voting at any meeting of stockholders 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 notification. 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.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder Unit holder desires to tender Shares Units pursuant to the Offer and the certificates for the Shares to be tendered such Units are not immediately available, or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares Units may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfied: duly complied with: (i) the such tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser herewith, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iii) the certificates for (or a Book-Entry Confirmation (as hereinafter defined)) representing all such tendered SharesUnits, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or facsimile thereof), with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three New York Stock Exchange ("NYSE") trading day days after the date of the execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram or facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATESUNITS, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERUNIT HOLDER. IF DOCUMENTS ARE SENT DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares for, or a of Book-Entry Confirmation of the delivery of with respect to, such Shares (if available)Units, a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or facsimile thereof), together with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message Message) and any other documents required by the Letter of Transmittal. Accordingly, payment might not be made to all tendering Unit holders at the same time and will depend upon when the foregoing materials are actually received by the Depositary. BACKUP FEDERAL 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 Unit holders pursuant to the Offer. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT OF THE PURCHASE PRICE FOR UNITS SOLD PURSUANT TO THE OFFER, 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 TRANSMITTAL OR OTHERWISE ESTABLISH AN EXEMPTION TO BACKUP WITHHOLDING IN ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL. APPOINTMENT AS PROXY. By executing a Letter of Transmittal as set forth above, a tendering Unit holder irrevocably appoints designees of the Purchaser as such Unit holder's attorneys-in-fact and proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such Unit holder's rights with respect to the Units tendered by the Unit holder and accepted for payment by the Purchaser and with respect to any and all other Units or other 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 Units on or after 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 Units. This appointment will be effective if, when, and only to the extent that, the Purchaser accepts Units for payment pursuant to the Offer. Upon such acceptance for payment, all powers of attorney and proxies given by such Unit holder with respect to such Units and any Special Distributions will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given by such Unit holder (and, if given, will not be deemed effective). The designees of the Purchaser will, with respect to the Units and any Special Distributions, be empowered to exercise all voting and other rights of such Unit holder with respect to such Units and any Special Distributions as they, in their sole discretion, may deem proper at any meeting of the Unit holders, or any adjournment or postponement thereof, or by written consent or otherwise. The Purchaser reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Units, the Purchaser must be able to exercise full voting rights with respect to such Units, including voting at any meeting of 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 tender 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.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary on or prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received on or prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three New York Stock Exchange trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 (i) certificates evidencing such Shares or a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(sguarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. THE 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. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, 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 any other documents required by one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that Table of Contents such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if You may not tender your Shares using a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for guaranteed delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, procedure. Appointment as the case may be, together with Proxy. By executing a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, by delivery of an Agent's Message) ’s Message in lieu of a Letter of Transmittal), a tendering stockholder will irrevocably appoint our designees as such stockholder’s agents, attorneys-in-fact and any documents required by proxies in the manner set forth in the Letter of Transmittal, are received each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by the Depositary prior to 5:00 P.M. Eastern Time such stockholder and accepted for payment by Purchaser (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on the third NYSE trading day or after the date hereof (collectively, “Distributions”)). All such powers of execution of attorney and proxies will be considered irrevocable and coupled with an interest in the Notice of Guaranteed Deliverytendered Shares. The Notice of Guaranteed Delivery may Such appointment will be delivered by hand or transmitted by facsimile transmission or mail effective when, and only to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning ofextent that, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Purchaser accepts such Shares for purchase pursuant payment. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (and any and all Distributions) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if availablegiven or executed, will not be deemed effective). Our designees will be empowered to exercise all voting and other rights with respect to such Shares (and any and all Distributions), a Letter of Transmittal properly completed and bearing original signature(s) and the original including, without limitation, in respect of any required signature guarantee(s) orannual, special, adjourned or postponed meeting of HeartWare’s stockholders, by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. In order for the case Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of a book-entry transfersuch Shares, an Agent's Message Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any other documents required by the Letter and all Distributions), including, without limitation, voting at any meeting of TransmittalHeartWare’s stockholders. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of HeartWare’s stockholders.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you desire to tender Shares pursuant to Indigo shares under the Offer offer and the Indigo share certificates for the Shares to be tendered evidencing your Indigo shares are not immediately availableavailable or you cannot deliver the Indigo share certificates and all other required documents to the depositary before the expiration date, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder you cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares you may nevertheless be tenderedtender your Indigo shares, provided that all of the following conditions are satisfied: (i) the if: o tender is made by or through an Eligible Institution; and (ii) o the depositary receives a properly completed and duly executed Notice notice of Guaranteed Delivery guaranteed delivery, substantially in the form provided made available by us, before the Fund is received by expiration date; and o the Depositary prior to 5:00 P.M. Eastern Time on depositary receives the Expiration Date; and Indigo share certificates (iiior a book-entry confirmation) the certificates for evidencing all such tendered SharesIndigo shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a Letter the letter of Transmittal transmittal, properly completed and bearing original signature(s) and the original of executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE transmittal within three trading day days after the date of execution of that notice of guaranteed delivery. A trading day is any day on which the Notice Nasdaq National Market operated by the National Association of Guaranteed DeliverySecurities 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 or facsimile transmission or mail to the Depositary depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth described in the Notice form of Guaranteed Deliverynotice of guaranteed delivery made available by us. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereofIn 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 the Indigo share certificates evidencing such Shares those Indigo shares, or a Bookbook-Entry Confirmation entry confirmation of the delivery of such Shares those Indigo shares, and the letter of transmittal (if availableor a facsimile of that letter), a Letter of Transmittal properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message Message), and any other documents required by the Letter letter of Transmittaltransmittal. Determination of Validity All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment 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 until all defects and irregularities have been cured or waived. None of AerFi Sverige, 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 notification. Our interpretation of the terms and conditions of the offer (including the letter of transmittal and the instructions thereto) will be final and binding. Other Requirements By executing the letter of transmittal as described above, you irrevocably appoint our designees as your proxies, each with full power of substitution, in the manner described in the letter of transmittal, to the full extent of your rights regarding the Indigo shares tendered by you and accepted for payment by us (and with respect to any and all other Indigo shares or other securities issued or issuable in respect of those Indigo shares on or after November 11, 1999). All those proxies shall be considered coupled with an interest in the tendered Indigo shares. Such appointment will be effective when, and only to the extent that, we accept the Indigo shares for payment. Upon the acceptance for payment, all prior proxies given by you regarding Indigo shares (and those other Indigo shares and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consent executed by you (and, if given or executed, will not be deemed to be effective) with respect thereto. Our designees will, with respect to the Indigo shares for which the appointment is effective, be empowered to exercise all your voting and other rights as they in their sole discretion may deem proper at any annual or special meeting of Indigo's shareholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Indigo shares to be deemed validly tendered, immediately upon our payment for those Indigo shares, 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 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 straddle or a hedging or conversion transaction and holders 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, including the effect of United States federal, state and local tax laws or Swedish, Irish or other non-United States tax laws.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to in the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Offer Expiration DateTime, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basisbasis prior to the Offer Expiration Time, then such shareholder's Shares or if time will not permit all required documents to reach the Depositary prior to the Offer Expiration Time, the stockholder’s tender may nevertheless still be tendered, provided that effected if all of the following conditions are satisfied: (i) the met: • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund Purchaser, is received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to 5:00 P.M. Eastern Time on the Offer Expiration DateTime; and and • the Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or manually executed facsimile thereof), with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time at one of its addresses set forth on the third NYSE back cover of this Offer to Purchase within two (2) trading day days after the date of execution of the 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 facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by Purchaser. THE METHOD OF DELIVERY OF ANY DOCUMENTSIn the case of Shares held through the Book-Entry Transfer Facility, INCLUDING SHARE CERTIFICATESthe Notice of Guaranteed Delivery must be delivered to the Depositary by a 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, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERit 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 such Notice of Guaranteed Delivery made available by Purchaser. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDEDAppointment as Proxy. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), By executing the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, delivering an Agent's ’s Message in lieu of a Letter of Transmittal, as set forth above), the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and any other documents required by proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered 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 the date of this Offer to Purchase). All such powers of attorney and proxies will be 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, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). When the appointment of the proxy becomes effective, the designees of Purchaser 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 any annual, special, adjourned or postponed meeting of Five Prime’s stockholders, by written consent in lieu of any such meeting or otherwise, as such designee in its sole discretion deems proper. Purchaser reserves the right to require that, for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and other securities or rights, including voting at any meeting of stockholders or executing a written consent concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of Five Prime stockholders.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the such stockholder's certificates for the Shares to be tendered are not immediately available, available or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, Date or a shareholder cannot complete the procedures procedure for delivery by book-entry transfer cannot be completed on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that tendered if all of the following conditions guaranteed delivery procedures are satisfied: duly complied with: (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser herewith, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and and (iii) the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such Shares, as the case may beConfirmation), together with a properly completed and duly executed Letter of Transmittal properly completed (or a manually signed facsimile thereof), and bearing original signature(s) and the original of any required signature guarantee(s) (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 prior to 5:00 P.M. Eastern Time on the third NYSE within three Nasdaq National Market ("NNM") trading day days after the date of execution of the 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 and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATESSHARES, THE LETTER OF TRANSMITTAL AND ANY ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE STOCKHOLDER TENDERING SHAREHOLDERSUCH SHARES. IF DOCUMENTS ARE SENT DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 (i) certificates evidencing for such Shares or a Book-Entry Confirmation of the delivery of such Shares Confirmation, (if available), ii) a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of any (or a manually signed facsimile thereof), with all required signature guarantee(s) 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.. BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent backup federal income tax withholding with respect to the payment of the Offer Price for Shares purchased pursuant to the Offer, each tendering stockholder must generally provide the Depositary with 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. 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 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 conditions of the Offer, or any defect or irregularity in the tender of any Shares. Purchaser's interpretation of the terms and conditions of the Offer 7

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires If you wish to tender Shares pursuant to under the Offer and the your certificates for the Shares to be tendered are not immediately available, available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit the Letter of Transmittal and all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares your tender may nevertheless be tendered, provided that effected if all of the following conditions are satisfied: (i) the met: -- your tender is made by or through an Eligible Institutioneligible institution; and (ii) -- a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund we provide, is received by the Depositary Depositary, as provided below, prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by -- the Depositary prior to 5:00 P.M. Eastern Time receives, at the address set forth on the third NYSE back cover of this Offer to Purchase and within the period of three trading day days after the date of execution of the that Notice of Guaranteed Delivery, either: (i) 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 (ii) 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 three-trading day 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 For these purposes, a "trading day" is any day on which the Nasdaq National Market is open for business. A Notice of Guaranteed Delivery may be delivered to the Depositary by hand or transmitted by hand, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each eligible institution in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, Delivery that is to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant delivered to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalDepositary.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and; (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit deliver the Letter of Transmittal Share Certificates and all other required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basisprior to the Expiration Date, then such shareholder's Shares may nevertheless be tendered, ; provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiior a Book-Entry Confirmation) the certificates for evidencing all such tendered Shares, in proper form for transfer, or in each case together with a Book-Entry Confirmation with respect to such Shares, as the case may beproperly completed and duly executed Letter of Transmittal, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within three NASDAQ trading day days after the date of execution of the such Notice of Guaranteed Delivery. The A Notice of Guaranteed Delivery may be delivered by hand overnight courier or transmitted by facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed DeliveryDelivery made available by us. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, 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 evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in In the case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by a book-entry transfer, an Agent's Message and any other documents required participant by means of the Letter confirmation system of TransmittalDTC.

Guaranteed Delivery. Notwithstanding the foregoing, if If a shareholder stockholder desires to tender Shares pursuant to the Offer and the certificates for the Share Certificates evidencing such stockholder’s Shares to be tendered are not immediately available, available or time will such stockholder cannot permit the Letter of Transmittal and deliver all other required documents required by the Letter of Transmittal to reach the Depositary on or prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder such stockholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the : • such tender is made by or through an Eligible Institution; and (ii) • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided made available by the Fund us, is received on or prior to the Expiration Date by the Depositary prior to 5:00 P.M. Eastern Time on as provided below; and • the Expiration Date; and Share Certificates (iiiif any) the certificates for (or a Book-Entry Confirmation) evidencing all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the in each case may be, together with a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(s) 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 prior to 5:00 P.M. Eastern Time on the third NYSE within two Nasdaq trading day days after the date of execution of the such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the form of Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required Delivery made available by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amountPurchaser. Notwithstanding any other provision hereofof 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 Certificates evidencing Table of Contents such Shares or or, if the Shares are held via a book entry at DTC, a Book-Entry Confirmation of the delivery a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (if available), a ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and bearing original signature(s) and the original of duly executed, with any required signature guarantee(sguarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent's ’s Message in lieu of the Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates (if any) and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. THE 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. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, 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 any other documents required by one of the procedures described above will constitute the tendering stockholder’s acceptance 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 the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder A stockholder who desires to tender Shares pursuant to the Offer and the whose certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder who cannot complete comply with the procedures procedure for delivery by book-entry transfer on a timely basis, then such shareholder's or who cannot deliver all required documents to the Depositary and Paying Agent prior to the Expiration Date, may tender those Shares may nevertheless be tendered, provided that by satisfying all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) requirements set forth below: • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Offeror, is received by the Depositary and Paying Agent (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) and • the certificates for all such tendered Shares, in proper form for transfer, transfer (or a Book-Entry Confirmation with respect to such all those Shares, as the case may be), together with a properly completed and duly executed Letter of Transmittal properly completed and bearing original signature(s) and the original of (or, with respect to Eligible Institutions, a manually executed facsimile thereof), with any required signature guarantee(s) guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE and Paying Agent within two trading day days after the date of execution of the Notice of Guaranteed Delivery. A "trading day" is any day on which NYSE is open for business. The Notice of Guaranteed Delivery may be delivered by hand overnight courier or transmitted by via facsimile transmission or mail mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that Paying Agent. In the shareholder owns the case of Shares tendered within the meaning ofheld through DTC, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed DeliveryDelivery must be delivered to the Depositary and Paying Agent by a participant by means of the confirmation system of DTC. THE METHOD OF DELIVERY OF ANY DOCUMENTSThe tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, INCLUDING SHARE CERTIFICATESas well as the tendering stockholder's representation and warranty that such stockholder has the full power and authority to tender, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTSsell, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAILtransfer and assign the Shares tendered, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (as specified in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (and any and all other documents required by Shares or other securities issued or issuable in respect of such Shares), and that when the Letter Offeror accepts the Shares for payment, it will acquire good and unencumbered title, free and clear of Transmittalall liens, restrictions, charges and encumbrances and not subject to be timely deliveredany adverse claims. Timely delivery is a condition precedent to The Offeror's acceptance for payment of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares accepted for payment tendered pursuant to the Offer will in all cases be made only after timely receipt by constitute a binding agreement between the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation tendering stockholder and the Offeror upon the terms and subject to the conditions of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalOffer.

Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder A stockholder who desires to tender Shares pursuant to the Offer and who cannot complete the certificates procedure for book-entry transfer prior to the Shares to be tendered are not immediately availableexpiration of the Offer, or time will who cannot permit the Letter of Transmittal and deliver all required documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Dateexpiration of the Offer, or a shareholder cannot complete the procedures for delivery may tender such Shares by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that satisfying all of the following conditions are satisfied: (i) the requirements set forth below: • such tender is made by or through an Eligible Institution; and (ii) ​ TABLE OF CONTENTS • a properly completed and duly executed Notice of Guaranteed Delivery Delivery, substantially in the form provided by the Fund Purchaser, is received by the Depositary (as provided below) prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or and ​ • a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original duly executed Letter of Transmittal, with any required signature guarantee(sguarantees (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) and any documents required by ’s Message in lieu of the Letter of Transmittal, and any other required documents, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE within two trading day days after the date of execution of the 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 facsimile transmission mailed or mail e-mailed to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Letter Minimum Tender Condition unless and until Shares underlying such Notice of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt Guaranteed Delivery are received by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation prior to the expiration of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of TransmittalOffer.