Common use of Procedures for Tendering Shares Clause in Contracts

Procedures for Tendering Shares. In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for the Shares (or of a confirmation of a book-entry transfer of the Shares as described in Section 3 — “Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? • You may withdraw previously tendered Shares any time prior to the expiration of the Offer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of Shares; Dividends.”

Procedures for Tendering Shares. In all casesIf you wish to accept the Offer and you are a record holder (i.e., payment a stock certificate or book-entry has been issued to or entered for tendered Shares will be made only after timely receipt by you and registered in your name), you must deliver the Depositary of certificates for the stock certificate(s) representing your Shares (or of a confirmation of a follow the procedures described in this Offer to Purchase for book-entry transfer transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, and any other documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, LLC, the depository for the Offer (the “Depositary”). These materials must reach the Depositary before the Expiration Date. You will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of your Shares as described in by Purchaser. If you are a record holder, but your stock certificate or book-entry is not available or you cannot deliver or transfer it to the Depositary before the Expiration Date, you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Expiration Date. See Section 3 — “Procedures for Tendering Shares” for more information. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in “street name”) ), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and a properly completed give instructions that your Shares be tendered. You should check with your broker, dealer, commercial bank, trust company or other nominee as to whether they charge any service fees or commissions. Withdrawal Rights • You have the right to, and duly executed Letter of Transmittal and can, withdraw any other required documents for Shares that you have previously tendered at any time until the SharesExpiration Date. See also Section 2 Sections 1 and 4 — “Acceptance for Payment and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? • You may withdraw previously tendered Shares any time prior to the expiration Terms of the Offer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — ” and “Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw Shares that you previously tendered Sharestendered, you must deliver a written notice of withdrawal with the required information to the Depositary while at a time when you still have the right to withdrawwithdraw your Shares. If you tendered your Shares by giving instructions to a through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If Once we purchase at least a majority of accept your tendered Shares upon the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waivedExpiration Date, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company you will no longer be publicly owned. Even if the Merger does not occur because the conditions able to the Merger are not satisfied, if Purchaser purchases all withdraw any Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible tendered to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companiesPurchaser. See Section 7 Sections 1 and 4 — “Possible Effects Terms of the Offer” and “Withdrawal Rights.” Extension of the Offer on • On the Market for the Shares; NASDAQ Listing; Exchange Act Registration terms and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following of the Offer, it is possible that promptly following the Expiration Date, we will be required to accept for payment and pay for any Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokersvalidly tendered and not properly withdrawn. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior Pursuant to the public announcement of the Merger Agreement, we are required, unless the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, Merger Agreement has been terminated in accordance with its terms: • to extend the Offer Price of $1.48 per Share represents a premium of approximately 15% over for the closing price minimum period required by any law or order, or any rule, regulation, interpretation or position of the Shares on SEC or its staff or The NASDAQ Global Select Market (the last full trading day before announcement “NASDAQ”), in any such case that is applicable to the Offer, • in the event that any of the Offer Conditions (other than the Minimum Condition) are not satisfied or waived (if permitted under the Merger Agreement) as of the Expiration Date, to extend the Offer for successive extension periods of up to ten business days each (or any longer period as may be approved in advance by Relypsa) in order to permit the satisfaction of all such Offer Conditions, and Table of Contents • in the event that all of the Offer Conditions have been satisfied or waived (if permitted under the Merger Agreement), but the Minimum Condition has not been satisfied, as of the Expiration Date, to extend the Offer for an extension period of ten business days (or any longer period as may be approved in advance by Relypsa), on no more than two occasions (provided that we may, but are not required to, extend the Offer for additional periods in our sole discretion). • On October 11During any extension of the initial offering period, 2018, the last full trading day before we commenced all Shares previously tendered and not properly withdrawn will remain subject to the Offer, the last reported closing price reported on NASDAQ was $1.46 per Sharesubject to any withdrawal rights. See Section 6 — 4 —“Price Range of Shares; DividendsWithdrawal Rights.”

Procedures for Tendering Shares. In all casesIf you wish to accept the Offer and: • you are a record holder (i.e., payment a stock certificate or book entry has been issued to or entered for tendered Shares will be made only after timely receipt by you and registered in your name), you must deliver the Depositary of certificates for the stock certificate(s) representing your Shares (or of a confirmation of a follow the procedures described in this Offer to Purchase for book-entry transfer transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, and any other documents required by the Shares as described Letter of Transmittal, to American Stock Transfer and Trust Company, LLC, the depositary for the Offer (the “Depositary”). These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3 — “Procedures 3—“Procedures for Tendering Shares”) and ; • you are a record holder, but your stock certificate or book entry is not available or you cannot deliver or transfer it to the Depositary before the Offer expires, you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed Letter of Transmittal and any other required documents for executed, to the SharesDepositary before the Offer expires. See also Section 2 — 3—“Procedures for Tendering Shares” for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in “Acceptance for Payment street name”), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? give instructions that your Shares be tendered. Withdrawal Rights • You may have the right to, and can, withdraw any Shares that you have previously tendered Shares at any time prior to until the expiration Offer has expired. See Sections 1 and 4—“Terms of the Offer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — ” and “Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw Shares that you previously tendered Sharestendered, you must deliver a written notice of withdrawal with the required information to the Depositary while at a time when you still have the right to withdrawwithdraw your Shares. If you tendered your Shares by giving instructions to a through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — 4—“Withdrawal Rights.” • Once we accept your tendered Shares upon expiration of the Offer, you will no longer be able to withdraw them. See Sections 1 and 4—“Terms of the Offer” and “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the CompanyRecent Xxxxx’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the SharesTrading Prices; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? Subsequent Trading • On September 275, 20182014, the last full trading day prior to before General Xxxxx and Xxxxx’s announced the public announcement signing of the Merger Agreement, the last reported closing price of the Shares reported on NASDAQ during normal trading hours the New York Stock Exchange was $1.29 33.89 per Share. Therefore, the • The Offer Price of $1.48 46.00 per Share represents a premium of approximately 15% over 36 percent to Xxxxx’s closing stock price on September 5, 2014, the closing price last trading day prior to the announcement of the Shares on the last full trading day before announcement signing of the Merger Agreement. • On October 11September 19, 20182014, the last full trading day before we Purchaser commenced the Offer, the last reported closing price of the Shares reported on NASDAQ the New York Stock Exchange was $1.46 45.94 per Share. • We advise you to obtain a recent quotation for Shares in deciding whether to tender your Shares in the Offer. See Section 6 — “Price 6—“Price Range of Shares; Dividends.”

Procedures for Tendering Shares. In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for the Shares (or of a confirmation of a book-entry transfer of the Shares as described in Section 3 — “Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? • You may withdraw previously tendered Shares any time prior to the expiration of the Offer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10March 3, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw previously tendered Shares, you must deliver a written or facsimile notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” Table of Contents WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares that at the commencement of the Offer were owned by Parent or Purchaser, or any affiliate direct or indirect wholly owned subsidiaries of ParentParent or Purchaser, (iii) Shares irrevocably accepted for purchase in the Offer and (iiiiv) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 12.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ the NYSE or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ NYSE Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time effective time of the Merger will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ the NYSE or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of Shares; Dividends.”

Procedures for Tendering Shares. In all casesIf you wish to accept the Offer and: • you are a record holder (i.e., payment for tendered Shares will be made only after timely receipt by a stock certificate has been issued to you and registered in your name), you must deliver the Depositary of certificates for the stock certificate(s) representing your Shares (or of a confirmation of a follow the procedures described in this Offer to Purchase for book-entry transfer of the Shares as described in Section 3 — “Procedures for Tendering Shares”) and transfer), together with a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) and any other documents required documents by the Letter of Transmittal, to the Depositary. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3—“Procedures for Tendering Shares”; • you are a record holder, but your stock certificate is not available or you cannot deliver it to the SharesDepositary before the Offer expires, you may be able to obtain three additional trading days to deliver your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See also Section 2 — “Acceptance 3—“Procedures for Payment Tendering Shares” for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and Payment give instructions that your Shares be tendered. • See Section 3—“Procedures for Tendering Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? Withdrawal Rights • You may have the right to, and can, withdraw any Shares that you have previously tendered Shares at any time prior until the Offer has expired and, thereafter, if we have not by May 24, 2012 agreed to the expiration of the Offer. In additionaccept your Shares for payment, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn you can withdraw them at any time after December 10, 2018, which is the 60th day after the date of the commencement such time until we accept your Shares for payment. See Sections 1 and 4—“Terms of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — ” and “Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw Shares that you previously tendered Sharestendered, you must deliver a written notice of withdrawal with the required information to the Depositary while at a time when you still have the right to withdrawwithdraw your Shares. If you tendered your Shares by giving instructions to a through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. • Once we accept your tendered Shares upon expiration of the Offer, you will no longer be able to withdraw them. In addition, you will not be able to withdraw Shares tendered during any subsequent offering period that we may elect to establish after we have accepted for payment Shares tendered in the Offer. See Section 4 — Sections 1 and 4—“Terms of the Offer” and “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of Shares; Dividends.”

Procedures for Tendering Shares. In all casesExcept as set forth below, payment for tendered to tender Shares will be made only after timely receipt by in the Offer, either (a) the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents that the Letter of Transmittal requires, and (ii) certificates for the Shares (to be tendered or of a confirmation of a the book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility, or (b) you must comply with the guaranteed delivery procedures set forth below. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. 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 your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as described specified in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares”) and a properly completed and duly executed Letter Shares — Guaranteed Delivery” may do so using the Notice of Transmittal and Guaranteed Delivery circulated herewith, however, any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? • You may withdraw previously Shares tendered Shares any time prior to the expiration of the Offer. In addition, pursuant to Section 14(d)(5) a Notice of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer Guaranteed Delivery and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately actually received prior to the Effective Time will become the directors not count toward satisfaction of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin RegulationsMinimum Condition.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of Shares; Dividends.”

Procedures for Tendering Shares. In all casesIf you wish to accept the Offer and: • you are a record holder (i.e., payment for tendered Shares will be made only after timely receipt by a stock certificate or book-entry has been issued to you and registered in your name), you must deliver the Depositary of certificates for the stock certificate(s) representing your Shares (or of a confirmation of a follow the procedures described in this Offer to Purchase for book-entry transfer of the Shares as described in Section 3 — “Procedures for Tendering Shares”) and transfer), together with a properly completed and duly executed Letter of Transmittal and any other documents required documents by the Letter of Transmittal, to the Depositary. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3—"Procedures for Tendering Shares"; • you are a record holder, but your stock certificate or book-entry is not available or you cannot deliver it to the SharesDepositary before the Offer expires, you may be able to obtain three additional trading days (as defined herein) to deliver your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See also Section 2 — “Acceptance 3—"Procedures for Payment Tendering Shares" for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in "street name"), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and Payment give instructions that your Shares be tendered. See Section 3—"Procedures for Tendering Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? " Withdrawal Rights • You may have the right to, and can, withdraw any Shares that you have previously tendered Shares at any time prior until the Offer has expired and, if we have not by July 20, 2012 agreed to the expiration of the Offer. In additionaccept your Shares for payment, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn you can withdraw them at any time after December 10, 2018, which is the 60th day after the date of the commencement such time until we accept your Shares for payment. See Sections 1 and 4—"Terms of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “" and "Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? " • To withdraw Shares that you previously tendered Sharestendered, you must deliver a written notice of withdrawal with the required information to the Depositary while at a time when you still have the right to withdrawwithdraw your Shares. If you tendered your Shares by giving instructions to a through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If Once we purchase at least a majority accept your tendered Shares upon expiration of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company you will no longer be publicly ownedable to withdraw them. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described aboveIn addition, you will receive in the Merger the right not be able to receive the same amount withdraw Shares tendered during any Table of cash per Share as if you had Contents subsequent offering period that we may elect to establish after we have accepted for payment Shares tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer See Sections 1 and we purchase those Shares that have been tendered in 4—"Terms of the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders " and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations"Withdrawal Rights.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of Shares; Dividends.”"

Procedures for Tendering Shares. In all casesIf you wish to accept the Offer and: • you are a record holder (i.e., payment a stock certificate or book entry has been issued to or entered for tendered Shares will be made only after timely receipt by you and registered in your name), you must deliver the Depositary of certificates for the stock certificate(s) representing your Shares (or of a confirmation of a follow the procedures described in this Offer to Purchase for book-entry transfer transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, and any other documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, LLC, the depository for the Offer (the “Depositary”). These materials must reach the Depositary before the Offer expires. You will not be obligated to pay brokerage fees ​ ​ TABLE OF CONTENTS or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of your Shares as described by Purchaser. Detailed instructions are contained in the Letter of Transmittal and in Section 3 — “Procedures for Tendering Shares”) and ; • you are a record holder, but your stock certificate or book entry is not available or you cannot deliver or transfer it to the Depositary before the Offer expires, you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? • You may withdraw previously tendered Shares any time prior executed, to the expiration of Depositary before the Offer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw themOffer expires. See Section 4 3 — “Withdrawal Rights.Procedures for Tendering Shares” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? for more information; or ​ • To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered hold your Shares by giving instructions to through a broker, dealer, commercial bank, trust company or other nomineenominee (i.e., your Shares are held in “street name”), you must instruct the should promptly contact your broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares give instructions that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs be tendered. You should check with your broker, dealer, commercial bank, trust company or other nominee as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offerwhether they charge any service fees or commissions. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of Shares; Dividends.”​