Common use of Plans for the Company Clause in Contracts

Plans for the Company. Pursuant to the terms of the Merger Agreement, promptly upon the purchase of and payment for any Shares pursuant to the Offer, Parent currently intends to seek maximum representation on the Company Board, subject to the requirement in the Merger Agreement that if Shares are purchased pursuant to the Offer, until the Effective Time neither Parent nor the Purchaser will take any action that would cause the Company Board to include fewer than two members who are Continuing Directors as of the date of the Merger Agreement. The Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger. Except as otherwise provided herein, it is currently expected that, initially following the Merger, the business and operations of the Company will be continued substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and, after the consummation of the Offer and the Merger, will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management with a view to optimizing development of the Company's potential in conjunction with Parent's business. Except as described above or elsewhere in this Offer to Purchase, the Purchaser and Parent have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iii) any change in the Company Board or management of the Company, (iv) any material change in the Company's capitalization or dividend policy, (v) any other material change in the Company's corporate structure or business, (vi) a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or (vii) a class of equity securities of the Company being eligible for termination of registration pursuant to Section 12(g) of the Exchange Act.

Plans for the Company. Pursuant to the Merger Agreement, upon completion of the Offer, we intend to effect the Merger in accordance with the terms of the Merger Agreement. The Merger Agreement provides that, promptly effective upon the purchase of and payment for any Shares pursuant to the Offer, Parent currently intends to seek maximum representation on the Company Board, subject to the requirement in the Merger Agreement that if Shares are purchased pursuant to the Offer, until the Effective Time neither Parent nor the Purchaser will take any action that would cause the Company Board to include fewer than two members who are Continuing Directors as of the date of the Merger Agreement. The Purchaser currently intends, as soon as practicable after consummation of the Offer, Parent will be entitled to consummate designate a number of directors (rounded up to the Mergernearest whole number) to the Board in proportion to the percentage of the total number of outstanding Shares of the Company owned by Parent and its affiliates. Except as otherwise provided herein, it is currently expected that, initially following the Merger, the business and operations of the Company will be continued substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and, after the consummation of the Offer and the Merger, will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management with a view to optimizing development of the Company's potential in conjunction with Parent's business. Except as described above or elsewhere in this Offer to PurchasePurchase and except for the transactions contemplated by the Merger Agreement, the Purchaser and Parent we have no present current plans or proposals that would which relate to or would result in in: (ia) any an extraordinary corporate transaction involving the Company or any of its subsidiaries (transaction, such as a merger, reorganizationreorganization or liquidation involving the Company; (b) a purchase, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, Company; (iii) any change in the Company Board or management of the Company, (ivc) any material change in the Company's capitalization present dividend rate or dividend policy, or indebtedness or capitalization of the Company; (vd) any change in the present board of directors or management of the Company or any change in any material term of the employment contract of any executive officer; (e) any other material change in the Company's corporate structure or business, ; (vif) a any class of equity securities of the Company being to be delisted from a national securities exchange or ceasing cease to be authorized to be quoted in an inter-dealer quotation automated quotations system of operated by a registered national securities association association; or (viig) a any class of equity securities of the Company being becoming eligible for termination of registration pursuant to under Section 12(g12(g)(4) of the Exchange Act. Nevertheless, we may initiate a review of the Company and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel to determine what changes, if any, would be desirable following the Merger in order best to organize and coordinate the activities of the Company and Parent. Furthermore, in connection with its ongoing review of its long term strategy, we may, in the future, consider transactions such as the disposition or acquisition of material assets, alliances, joint ventures, other forms of co-operation with third parties or other extraordinary transactions affecting the Company or its operations. RULE 13E-3. The Commission has adopted Rule 13e-3 under the Exchange Act which is applicable to certain "going private" transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes, however, xxxx Xxxe 13e-3 will not be applicable to the Merger because it is anticipated that the Merger would be effected within one year following consummation of the Offer and in the Merger stockholders would receive the same price per Share as paid in the Offer. If Rule 13e-3 were applicable to the Merger, it would require, among other things, that certain financial information concerning the Company, and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such a transaction, be filed with the Commission and disclosed to minority stockholders prior to consummation of the transaction.

Plans for the Company. Pursuant to the terms of the Merger Agreement, promptly upon the purchase of and payment for any Shares pursuant to the Offer, Parent currently intends to seek maximum representation on the Company Board, subject to the requirement in the Merger Agreement that if Shares are purchased pursuant to the Offer, until the Effective Time neither Parent nor the Purchaser will take any action that would cause the Company Board to include fewer than two members who are Continuing Directors as of the date of the Merger Agreement. The Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger. Except as otherwise provided herein, it It is currently expected that, initially following the Merger, the business and operations of the Company will will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and, and after the consummation of the Offer and the Merger, Merger and will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management with a view to optimizing development of the Company's potential potential. After the consummation of the Offer and the Merger, the Company will become an indirect subsidiary of Optical Holding and will expand and complement Marlin's current optical transport business and its existing set of customers and product offerings. Parent is also exploring the possibility of engaging in conjunction a sale-leaseback transaction involving the Company's headquarters after the consummation of the Offer and the Merger. The Company may replace the $20 million revolving credit facility after the consummation of the Offer and the Merger with an asset based revolving credit facility provided by a third-party financing source not affiliated with the Lender. To the best knowledge of Purchaser and Parent, no employment, equity contribution, or other agreement, arrangement or understanding between any executive officer or director of the Company, 44 on the one hand, and Parent, Purchaser, the Sponsors, Xxxxxx or the Company, on the other hand, existed as of the date of the Merger Agreement, and neither the Offer nor the Merger is conditioned upon any executive officer or director of the Company entering into any such agreement, arrangement or understanding. It is possible that certain members of the Company's businesscurrent management team will enter into new employment arrangements with the Company that will take effect after the consummation of the Offer and at or after the Effective Time. There can be no assurance that any parties will reach an agreement on any terms, or at all. The Company (acting through its compensation committee or special committee as required by Rule 14d-10(d)(2) promulgated under the Exchange Act), prior to the Expiration Time, will take all such steps as may be required (a) to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements entered into by the Company or its subsidiaries with current or future directors, officer or employees of the Company or its subsidiaries, in each case under which any such person could become entitled to (i) any additional compensation, enhanced severance or other benefits or any acceleration of the time of payment or vesting of any compensation, severance or other benefits or any funding of any compensation or benefits by the Company or its subsidiaries, as a result of the Offer or (ii) any other compensation or benefits from the Company or any of its subsidiaries related to or contingent upon or the value of which would be calculated on the basis of the Offer, and (b) to ensure that any such arrangements fall within the non-exclusive safe harbor provisions of such rule. At the Effective Time, the certificate of incorporation of Purchaser and the bylaws of Purchaser, as in effect immediately prior to the Effective Time, will become the certificate of incorporation and the bylaws of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and bylaws. The directors of Purchaser at the Effective Time will become the directors of the Surviving Corporation and the officers of the Company at the Effective Time will be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed. See Section 11—"The Merger Agreement; Other Agreements—The Merger Agreement—The Merger." Except as described above or elsewhere set forth in this Offer to Purchase, including as contemplated in this Section 12—"Purpose of the Offer, Plans for the Company—Plans for the Company," Parent and Purchaser and Parent have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iii) any change in the Company Board or management of the Company, (iv) any material change in the Company's capitalization or dividend policy, (viv) any other material change in the Company's corporate structure or business, (vi) a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association business or (viiv) a class any material change in the composition of equity securities its management or board of the Company being eligible for termination of registration pursuant to Section 12(g) of the Exchange Actdirectors.

Plans for the Company. Pursuant to the terms of the Merger Agreement, promptly upon the purchase of and payment for any Shares pursuant to the Offer, Parent currently intends to seek maximum representation on the Company Board, subject to the requirement in the Merger Agreement that if Shares are purchased pursuant to the Offer, until the Effective Time neither Parent nor the Purchaser will take any action that would cause the Company Board to include fewer than two members who are Continuing Directors as of the date of the Merger Agreement. The Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger. Except as otherwise provided herein, it It is currently expected that, initially following the Merger, the business and operations of the Company will will, except as set forth in this Offer to Purchase, be continued by the Company substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and, after the consummation of the Offer and the Merger, will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management with a view to optimizing development of the Company's potential in conjunction with Parent's business. Except as described above or elsewhere indicated in this Offer to Purchase, the Purchaser and Parent Continuing Shareholders do not have no any present plans or proposals that would which relate to or would result prior to the Merger in (i) any an extraordinary corporate transaction transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries (such as subsidiary, a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its subsidiariessubsidiary to a third party, (iii) any change in the Company Board or management of the Company, (iv) any material change in the Company's present capitalization or dividend policy, (v) policy or any other material change changes in the Company's corporate structure or business, (vi) a class or the composition of securities the Board except that the Board of the Surviving Corporation shall be as provided in the Merger Agreement. The Purchaser has represented in the Merger Agreement that it has no current intention to sell or otherwise transfer or dispose of the business of the Company being delisted or any material part thereof, but there can be no assurance that the Surviving Corporation will not cause such a transfer in the future. The Continuing Shareholders intend, from a national securities exchange time to time, to evaluate and review the Company's business, operations, properties, management and other personnel, corporate structure and capitalization, and to make such changes as are deemed appropriate under the circumstances. The Continuing Shareholders also intend to continue to explore joint ventures and other opportunities to expand the Company's business. In that regard, the Continuing Shareholders, after consummation of the Offer and the Merger, may review proposals or ceasing may propose the acquisition or disposition of assets or other changes in the Company's business, corporate structure, capitalization, management or dividend policy which they consider to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or (vii) a class of equity securities the best interests of the Company being eligible for termination of registration pursuant and its then shareholders. The Company and the Continuing Shareholders anticipate that the indebtedness to Section 12(g) be incurred in connection with the Offer and the Merger will be repaid primarily with cash on hand. However, subject to the terms of the Exchange Actdebt financing and market and other conditions, the Company may, in the future, consider such other means of repaying such indebtedness as the Company and the Continuing Shareholders may determine in their sole and absolute discretion. If the Merger is consummated, the Continuing Shareholders currently intend to cause the Company to change the Company's fiscal year to a calendar year and to elect to be taxed under the provisions of Subchapter S of the Code commencing as soon as is practicable and in no event later than calendar year 2000. The Shareholders' Agreement contemplates that distributions will be made to the then shareholders of the Company in order to enable them to pay income taxes to be borne by them as a result of that election.