Common use of Terms of the Offer Clause in Contracts

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser will accept for payment and pay for all Shares which are validly tendered prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5

Terms of the Offer. Upon the terms and subject to the prior satisfaction or waiver of the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment payment, purchase and pay for all Shares which are validly tendered prior to the Expiration Date expiration of the Offer, and not properly withdrawn in accordance with the procedures set forth in Section 4. 4—“Withdrawal Rights.” The term "offer will expire at 11:59 p.m., Eastern Time, on October 12, 2018 (the “Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997”), unless and until Purchaser, subject to we have extended the Offer in accordance with the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "“Expiration Date" shall refer ” will mean the date to the latest time and date at which the Offer, as initial expiration date of the Offer is so extended extended. To the extent permitted by Purchaser, shall expire. Pursuant to applicable law and the Merger Agreement, and subject we expressly reserve the right to increase the terms and amount of cash constituting the Offer Price, to waive certain conditions of to the Offer, if all of the Conditions (as defined to make any other changes in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice not inconsistent with the terms of such amendment the Merger Agreement and to terminate the Offer if the conditions to the DepositaryOffer are not satisfied and the Merger Agreement is terminated. Without However, pursuant to the Merger Agreement, we have agreed that we will not, without the prior written consent of Xxxx: 1. reduce the Companynumber of Shares subject to the Offer; 2. reduce the Offer Price (except as provided in the Merger Agreement); 3. change, however, no amendment may be made which modify or waive the Minimum Tender Condition; 4. impose any condition to the Offer in addition to the conditions set forth in Section 13—“Conditions of the Offer;” 5. extend or otherwise change the expiration date of the Offer (x) decreases except as provided in the price per Share or changes Merger Agreement); 6. change the form of consideration payable in the Offer; or 7. otherwise amend, (y) decreases modify or supplement any of the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term terms of the Offer in any manner adverse to Xxxx or the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of Upon the Minimum Condition terms and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions conditions of the Offer and the Merger Agreement, we will (i) immediately after the Expiration Date irrevocably accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer. For a description of Purchaser's right to extend Offer (the period of time during which the Offer is open, “Acceptance Time”) and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed (ii) as promptly soon as reasonably practicable by public announcement thereof, the announcement in the case of an extension to be issued and no later more than 9:00 a.m., New York City time, on the next one business day after the previously scheduled Acceptance Time pay for all such shares. If, on or before the Expiration Date Date, we increase the consideration being paid for Shares accepted for payment in accordance the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We also expressly reserve the right to modify the terms of the Offer, subject to compliance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the Merger Agreement and the restrictions identified in paragraphs (1) through (7) above. Without limiting The Merger Agreement provides that (i) if at any then-scheduled Expiration Date any condition to the obligation of Purchaser under such rules or Offer is not satisfied and has not been waived by us (to the manner in which Purchaser may choose to make any public announcementextent waivable), Purchaser currently intends has agreed to make announcements by issuing a release to extend the Dow Xxxxx News Service. 5offer

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares which are validly tendered prior to the Expiration Date and not properly withdrawn in accordance with as permitted under Section 4. The term "Expiration Date" means 12:00 midnight4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, New York City timewhich shall occur on August 22, on Monday, June 9, 1997, 2013 unless and until Purchaser, subject we extend the Offer pursuant to the terms of the Merger Agreement, shall have extended is referred to as the period of “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the OfferMerger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, as so extended by Purchaseramong other things, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions absence of the Offer, if all termination of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its termsterms and the satisfaction of the Minimum Tender Condition (as defined below), Purchaser shall extend the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and re- extend) the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer to provide time to satisfy such Conditions through (other than the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have Minimum Tender Condition) has not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its termsor waived, then Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-must extend the Offer, from time on one or more occasions, in consecutive increments of up to timefive business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, but in no event beyond November 15at the initial Expiration Date or any later then-scheduled Expiration Date, 1997 if it believes such extension is advisable in order all conditions to facilitate the orderly transition Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Company and Offer may be extended pursuant to preserve and maintain this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the Company's business relationships. Parent and foregoing, Purchaser do shall not expect to utilize this right be required to extend the Offer. See Section 15Offer beyond October 28, 2013. Subject to the terms applicable rules and regulations of the Merger AgreementSEC, Purchaser expressly reserves the right to amend waive, in whole or in part, any condition to the Offer or modify the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the Companynumber of shares of common stock subject to the Offer, however(ii) reduce the Offer Price, no amendment may be made which (xiii) decreases amend, modify or waive the price per Share Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or changes amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (yvii) decreases otherwise amend, modify or supplement any of the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term terms of the Offer in any manner adverse to the holders any holder of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date common stock or (ivviii) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, provide any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15subsequent offering period. Any extension, delay, termination or amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the and such announcement in the case of an extension to will be issued made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date Date. Without limiting the manner in accordance which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with Rules 14d-4(c)the SEC. If we extend the Offer, 14d- 6(dare delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and 14e-1(dthe Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Without limiting If we make a material change in the obligation terms of Purchaser under such rules the Offer or the manner in which Purchaser may choose to make any public announcementinformation concerning the Offer or if we waive a material condition of the Offer, Purchaser currently intends to make announcements by issuing a release we will disseminate additional tender offer materials and extend the Offer if and to the Dow Xxxxx News Serviceextent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. 5The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. EXPIRATION DATE; PRORATION. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms of any such extension or amendment), the Purchaser will accept for payment (and pay for all Shares which thereby purchase) up to 22,500 Units that are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 4. The For purposes of the Offer, the term "Expiration Date" means 12:00 midnightMidnight, New York City time, on MondayFriday, June 9December 20, 19971996, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchaser in its sole discretion shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to mean the latest time and date at which the Offer, as so extended by the Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance 5 for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of the Purchaser's right to extend the period of time during which the Offer is open, open and to amend, delay amend or terminate the Offer. THE PURCHASE PRICE SHALL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF DISTRIBUTIONS PER UNIT, see Section 15IF ANY, MADE BY THE PARTNERSHIP TO UNITHOLDERS FROM AND INCLUDING NOVEMBER 18, 1996 THROUGH AND INCLUDING THE EXPIRATION DATE. Any extensionIf, amendment or termination prior to the Expiration Date, the Purchaser increases the Purchase Price offered to Unitholders pursuant to the Offer, the increased Purchase Price will be followed as promptly as practicable by public announcement thereofpaid for all Units accepted for payment pursuant to the Offer, whether or not the announcement Units were tendered prior to the increase in the case of an extension to be issued no later consideration. If more than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date 22,500 Units are validly tendered in accordance with Rules 14d-4(c), 14d- 6(d) the procedure specified in Section 3 and 14e-1(d) under not properly withdrawn in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules procedures specified in Section 4 on or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release prior to the Dow Xxxxx News ServiceExpiration Date, the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 22,500 of the Units so tendered, pro rata according to the number of Units validly tendered by each Unitholder and not properly withdrawn on or prior to the Expiration Date. 5If the number of Units validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 22,500 Units, the Purchaser will purchase all Units so tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. Regardless of the total number of Units tendered, the Purchaser will also make appropriate adjustments to avoid purchases of

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayNovember 28, June 9, 19972011, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly accept and pay for all Shares validly tendered and not withdrawn by Shares within 3 business days of the Expiration Date or (iv) delay acceptance for payment date of (whether or not Purchasers’ receipt of written confirmation from the REIT the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For a description of Purchaser's right Further, by tendering your Shares, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. The Offer and withdrawal rights will expire at midnight, New York City time, at the end of the day on Thursday, October 3, 2019, unless the Offer is extended or earlier terminated. Upon the terms and subject to the satisfaction, or to the extent permitted, waiver of the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will will, at or as promptly as practicable following the Expiration Time, irrevocably accept for payment and pay for all Shares which are validly tendered and not properly withdrawn prior to the Expiration Date Time (as permitted under Section 4—“Withdrawal Rights”). The date and time of Purchaser’s irrevocable acceptance for payment of all Shares validly tendered and not properly withdrawn pursuant to the Offer is referred to as the “Acceptance Time.” Additionally, at or as promptly as practicable (and in any event within three business days) following the Acceptance Time, Purchaser will pay for all such Shares. The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the Regulatory Conditions. The Minimum Condition requires that the number of Shares validly tendered in accordance with the terms of the Offer and “received” (as defined in Section 4251(h)(6) of the DGCL) and not properly withdrawn, together with any Shares owned by Purchaser or its “affiliates” (as defined in Section 251(h)(6) of the DGCL), equals at least a majority of the outstanding Shares as of the Expiration Time. For purposes of determining whether the Minimum Condition has been satisfied, Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not been received by the depositary prior to the Expiration Time are excluded. See Section 3—“Procedures for Accepting the Offer and Tendering Shares” for more information about these guaranteed delivery procedures. The term "Regulatory Conditions require that (i) all waiting periods (including all extensions thereof) applicable to the consummation of the Offer and the Merger under the HSR Act, have expired or been terminated, (ii) the German Federal Cartel Office (Bundeskartellamt) has cleared the consummation of the Offer and the Merger, the relevant waiting period shall have expired, or the German Federal Cartel Office has informed the parties to the Merger Agreement that it does not exercise jurisdiction over the Offer and the Merger, and (iii) the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) shall have cleared the consummation of the Offer and the Merger, no official party (Amtspartei) shall have applied for a review of the transaction pursuant to Sec. 11 of the Austrian Antitrust Act (Kartellgesetz), the relevant waiting period shall have expired, or the Austrian Federal Competition Authority has informed the parties to the Merger Agreement that it does not exercise jurisdiction over the Offer and the Merger. The Offer is also subject to other conditions described in Section 15—“Conditions of the Offer” (all such conditions collectively, the “Offer Conditions”). We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Time, any of the conditions to the Offer have not been satisfied. See Section 15—“Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11—“The Merger Agreement; Other Agreements—The Merger Agreement—Termination of the Merger Agreement.” Subject to the terms and conditions of the Merger Agreement and applicable laws, rules and regulations, any Offer Condition (other than the Minimum Condition) may be waived by Purchaser and Parent in whole or in part at any time and from time to time in their sole discretion, except that, without the prior written consent of Carbon Black, Purchaser and Parent may not (i) reduce the maximum number of Shares sought to be purchased in the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Condition, (iv) impose conditions to the Offer that are in addition to the Offer Conditions, or modify or amend any existing Offer Condition in a manner adverse to the holders of the Shares, (v) except as otherwise required or permitted by section 1.1(d) of the Merger Agreement, extend or otherwise change the Table of Contents Expiration Time, (vi) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act, (vii) increase the Offer Price, except following an Adverse Recommendation Change (as defined below) or Carbon Black’s delivery to us of a notice of a Superior Proposal (as defined below) or in the event that we are permitted to extend the Offer pursuant to section 1.1(d)(i)(2) of the Merger Agreement, or (viii) otherwise amend, modify or supplement the Offer in any manner adverse to the holders of the Shares. See Section 1—“Terms of the Offer,” Section 11—“The Merger Agreement; Other Agreements—The Merger Agreement—The Offer—Terms and Conditions of the Offer” and Section 15—“Conditions of the Offer.” We will extend the Offer on one or more occasions (i) if on the then scheduled Expiration Time, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied or waived by Parent or Purchaser, in consecutive increments of up to 15 Business Days each, as determined by Purchaser in its sole discretion, in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); provided, however, that (A) Purchaser shall not be required to extend the Offer to a date later than December 22, 2019 (as it may be extended pursuant to the terms of the Merger Agreement, the “Outside Date" means 12:00 midnight”), and (B) if all of the Offer Conditions (other than the Minimum Condition and other than those conditions that by their nature are to be satisfied at the Expiration Time, but subject to such conditions being able to be satisfied) have been satisfied or waived, Purchaser shall not be required to (but in its sole discretion may) extend the Offer to a date later than the earlier of (x) the Outside Date and (y) the date that is 20 Business Days after the date that all of the Offer Conditions (other than the Minimum Condition and other than those conditions that by their nature are to be satisfied at the Expiration Time, but subject to such conditions being able to be satisfied) have been satisfied or waived, and (ii) if required by any rule, regulation, interpretation or position of the SEC, the staff thereof or the Nasdaq Global Select Market (the “Nasdaq”) or the New York City timeStock Exchange (the “NYSE”), on Monday, June 9, 1997, unless and until Purchaserexcept that Purchaser shall not be required to extend the Offer to a date later than the Outside Date. If, subject to the terms of the Merger Agreement, shall have extended we make a material change in the period terms of time during which the Offer is open, in which event or the term "Expiration Date" shall refer to information concerning the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions Offer or if we waive a material condition of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, we will disseminate additional tender offer materials and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant if and to the provisions of extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997Exchange Act. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated The minimum period during which an offer must remain open following material changes in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreementoffer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer to purchase should remain open for a minimum of 5 business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum 10 business day period generally is required to allow for adequate dissemination to stockholders and investor response. Accordingly, if, prior to the Expiration Time, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares soughtbeing sought or changes the Offer Price, and if the Offer is scheduled to expire at any time earlier than the 10th business day from the date that notice of such decrease or change is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such 10th business day. If, on or before the Expiration Time, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all Carbon Black stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. If we extend the Offer, are delayed in our acceptance for payment of or payment (zwhether before or after our acceptance for payment for Shares) imposes additional conditions for Shares or are unable to accept Shares for payment pursuant to the Offer or amends for any other term of the Offer in any manner adverse reason, then, without prejudice to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period our rights under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser maythe Depositary may retain tendered Shares on our behalf, subject and such Shares may not be withdrawn except to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to extent tendering stockholders, (ii) extend the Offer and, subject stockholders are entitled to withdrawal rights as set forth in described under Section 44—“Withdrawal Rights.” However, retain all such our ability to delay the payment for Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance that we have accepted for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable limited by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(dRule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting , which requires us to promptly pay the obligation consideration offered or return the securities deposited by or on behalf of Purchaser under such rules stockholders promptly after the termination or withdrawal of the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5Offer.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on Monday, June May 9, 19972014, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayMay 4, June 9, 19972012, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly accept and pay for all Shares validly tendered and not withdrawn by Shares within 3 business days of the Expiration Date or (iv) delay acceptance for payment date of (whether or not Purchasers’ receipt of written confirmation from the REIT the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayNovember 16, June 9, 19972011, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Shares upon the earlier of receipt of your share certificates or confirmation from the Corporation that you own the Shares, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For a description of Purchaser's right Further, by tendering your Shares, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in California, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. NUMBER OF SHARES; PURCHASE PRICE; EXPIRATION DATE; RECEIPT OF DIVIDEND Upon the terms and subject to the conditions described herein and in the applicable Letter of the OfferTransmittal, Purchaser Con Edison will accept for payment purchase any and pay for all Shares which that are validly tendered on or prior to the applicable Expiration Date (and not properly withdrawn in accordance with Section 4"Terms of the Offer--Withdrawal Rights") at the purchase price per share listed on the front cover of this Offer to Purchase which is applicable to the Shares tendered, net to the seller in cash. See "Terms of the Offer -- Extension; Termination; Amendments, and -- Certain Conditions of the Offer." The term "Expiration Date" means 12:00 midnightlater of 5:00 P.M., New York City time, on MondayFebruary 27, June 91996, 1997, unless and until Purchaser, subject to the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to or the latest time and date at to which the OfferOffer is extended with respect to any Series of Preferred, is referred to herein as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial "Expiration Date, and the Merger Agreement has not been terminated in accordance with ." There can be no assurance that Con Edison will exercise its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the OfferOffer with respect to any Series of Preferred. See Section 15. Subject to the terms The Offer for a Series of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions Preferred is independent of the Offer in for any respect by giving oral or written notice other Series of such amendment Preferred. The February 1996 Dividend for each Series of Preferred has been declared and is to be paid on February 1, 1996 to holders of record as of the close of business on January 10, 1996. A tender of Shares pursuant to the DepositaryOffer will not deprive any shareholder of his or her right to receive the February 1996 Dividend, regardless of when such tender is made. Without Holders of Shares tendered into and purchased pursuant to the consent Offer will not be entitled to any dividends in respect of the Companyany later dividend periods (or any portion thereof). No alternative, however, no amendment may conditional or contingent tenders will be made which (x) decreases the price per Share or changes the form of consideration payable in accepted. PROCEDURE FOR TENDERING SHARES To tender Shares validly pursuant to the Offer, (y) decreases the number tendering holder of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5must either:

Terms of the Offer. Upon If we decide to provide a subsequent offering period in the terms and subject Offer as described under Section 1—“Terms of the Offer,” you will have an additional opportunity to tender your Shares. Please be aware that if your Shares are held by a broker, bank or other custodian, they may require advance notification before the conditions expiration date of the Offer. Yes. If at the scheduled expiration date of the Offer, Purchaser will accept for payment and pay for including following a prior extension, all Shares which are validly tendered prior conditions to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its termsor waived, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offerwe may, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the OfferOffer for such period as we may determine. See Section 15. Subject to In addition, if at the terms initial expiration date of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, certain conditions relating to LifeCell’s representations and warranties and covenants and the absence of a material adverse effect are satisfied (yor in the case of LifeCell’s representations and warranties or covenants, any deficiencies are capable of being cured within ten (10) decreases business days), but the number of Shares sought, or (z) imposes additional other conditions to the Offer have not been satisfied or amends any other term of waived, then we are obligated under the Merger Agreement to extend the Offer for one or more periods of time of up to ten (10) business days each (or a longer period, if we agree in any manner adverse writing) until such conditions have been satisfied or waived. However, we are only obligated to extend the holders of Shares. The Offer is subject up to certain Conditions set forth in Section 16, including satisfaction of thirty (30) business days beyond the Minimum Condition and the initial expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration date of the Offer. We may also, Purchaser mayin our sole discretion, subject provide a “subsequent offering period” for three (3) to the terms of the Merger Agreementtwenty (20) business days to acquire outstanding untendered Shares. In addition, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) we may extend the Offer and, subject to withdrawal rights as set forth in for any period required by applicable law. See Section 4, retain all such Shares until the expiration 1—“Terms of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to Offer.” If we extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extensionwe will inform Computershare Trust Company, amendment or termination N.A., the depositary for the Offer (the “Depositary”), of that fact and will be followed as promptly as practicable by make a public announcement thereof, of the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously day on which the Offer was scheduled Expiration Date in accordance with Rules 14d-4(cto expire. LifeCell has granted Purchaser the option (which is exercisable by Purchaser only once and only after the purchase of and payment for Shares pursuant to the Offer and as a result of which KCI and Purchaser beneficially own at least 80% of the outstanding Shares), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act to purchase a number of 1934, as amended (the "Exchange Act"). Without limiting the obligation newly-issued or treasury shares of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release LifeCell common stock equal to the Dow Xxxxx News Servicelowest number of shares that, when added to Shares already directly or indirectly owned by Purchaser and KCI, would result in Purchaser and KCI owning, directly or indirectly, in the aggregate, one share more than 90 percent of the Shares outstanding (including such newly-issued or treasury shares), which option may be exercised in whole or in part provided that, after giving effect to the top-up option shares, KCI will directly or indirectly own one share more than 90 percent of the Shares then outstanding. 5The purchase price per share payable under this option would be equal to the Offer Price. This option, which we refer to as the “top-up option,” is subject to certain additional terms and conditions, is limited to the number of then authorized and unissued shares of LifeCell common stock and may not be exercised if additional legal authorization is required. Accordingly, we believe that the top-up option would be available to us only in certain limited circumstances.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayFebruary 28, June 9, 19972014, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly accept and pay for all Shares validly tendered and not withdrawn by Shares within 3 business days of the Expiration Date or (iv) delay acceptance for payment date of (whether or not Purchasers’ receipt of written confirmation from the REIT the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayJuly 15, June 9, 19972011, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Shares Units to tendering stockholdersUnitholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Unitholders to withdraw Units until the Expiration Date, retain all such Shares until the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Units upon the earlier of receipt of your share certificates or confirmation from the Corporation that you own the Units, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Units as offered herein. For a description of Purchaser's right Further, by tendering your Units, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in California, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayJune 30, June 9, 19972011, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Shares upon confirmation from the REIT that you own the Shares, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For a description of Purchaser's right Further, by tendering your Shares, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares which are validly tendered prior to the Expiration Date and not properly withdrawn in accordance with as permitted under Section 4. The term "Expiration Date" means 12:00 midnight4 — “Withdrawal Rights.” Acceptance and payment for Shares pursuant to and subject to the conditions of the Offer which shall occur on November 14, New York City time, on Monday, June 9, 19972014, unless and until Purchaser, subject we extend the Offer pursuant to the terms of the Merger Agreement, shall have extended is referred to as the period of “Offer Closing,” and the date and time during at which such Offer Closing occurs is referred to as the “Acceptance Time.” The Offer is openconditioned upon, in which event among other things, the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to absence of a termination of the Merger Agreement, and subject to the Agreement in accordance with its terms and the satisfaction of the Minimum Condition, the HSR Condition, the Governmental Entity Condition, the Litigation Condition, the Operating Agreement Condition and the other conditions described in Section 15 — “Conditions of the Offer, if all of the Conditions (as defined .” We have agreed in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated that, subject to our right to terminate the Merger Agreement in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall must extend the Offer pursuant (i) on one or more occasions, for successive periods (the length of such period to be determined by Purchaser) of not more than 20 business days each (or for such longer period as Parent, Purchaser and the provisions of Company may agree) if at any scheduled Expiration Date any Offer Condition (as defined in the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have summary term sheet above) has not been satisfied on any Expiration Date or waived, in order to permit the satisfaction of the Offer and the Merger Agreement has not been terminated Conditions in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger AgreementAgreement and (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or its staff or rules of the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer or the Schedule TO (as defined in Section 8—“Certain Information Concerning Parent and Purchaser”). If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. Purchaser will not be required, or permitted without the Company’s consent, to extend the Offer beyond December 31, 2014 (the “Outside Date”) (except that the Outside Date may be extended to (i) March 30, 2015 if the HSR Condition (as defined below) is the only Offer Condition not yet satisfied or waived (other than the Minimum Condition and the Operating Agreement Condition) by such date) and (ii) the date that is three months after the then-applicable Outside Date if the Operating Agreement Condition is the only Offer Condition not yet satisfied or waived (other than the Minimum Condition) by the then-applicable Outside Date (after giving effect to clause (i)). Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to amend waive, in whole or in part, any Offer Condition (other than the Minimum Condition) or modify the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the DepositaryOffer. Without However, without the consent of Move, we are not permitted to (i) other than in the case of any equitable adjustment relating to any reclassification, stock split, stock dividend or recapitalization by the Company, however, no amendment may be made which (x) decreases decrease the price per Share Offer Price or changes change the form of consideration payable in the Offer, (yii) decreases decrease the number of Shares soughtsought to be purchased in the Offer, or (ziii) imposes additional impose conditions on the Offer in addition to the Offer Conditions or amends amend any Offer Condition in a manner that is adverse to the holders of Shares, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in any a manner that is adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction (vi) extend or otherwise change the Expiration Date except as required or permitted by the terms of the Minimum Condition and Merger Agreement or (vii) provide a “subsequent offering period” within the expiration or termination meaning of any waiting period Rule 14d-11 promulgated under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "HSR “Exchange Act"”). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, delay, termination or amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the and such announcement in the case of an extension to will be issued made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Date. Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser it currently intends to make announcements regarding the Offer by issuing a press release to and making any appropriate filing with the Dow Xxxxx News Service. 5SEC.

Terms of the Offer. Purchaser is offering to purchase all of the issued and outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and and, as promptly as practicable after the Expiration Date, pay for all Shares which are (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) validly tendered prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to at the terms end of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time Date and date at which the Offer, not validly withdrawn as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined described in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. 4 – “Withdrawal Rights.” The Offer is subject to certain Conditions set forth in Section 16conditioned upon, including among other things, the satisfaction of the Minimum Condition and the expiration or termination other conditions described in Section 15 – “Conditions of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Offer.” The Merger Agreement provides that if, as amended of the scheduled Expiration Date, any of the conditions to Purchaser’s obligation to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the "HSR Act"). If any such Condition Offer set forth in Exhibit B to the Merger Agreement (collectively, the “Offer Conditions”) is not satisfied prior and has not been waived, Purchaser shall extend the Offer (A) on one or more occasions, for an additional period of up to 20 business days per extension to permit such Offer Condition to be satisfied until the earlier to occur of (x) the satisfaction or waiver of such Offer Conditions or (y) the End Date, and (B) from time to time for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof, applicable to the expiration of Offer or any period required by applicable law, but in no event beyond the OfferEnd Date. The “End Date” means December 31, Purchaser may2014, subject to as it may be extended as provided in the terms Merger Agreement and summarized below in Section 11 – “The Merger Agreement; Other Agreements—Termination of the Merger Agreement.” The Merger Agreement provides that, without the prior written consent of the Company: (i) terminate the Offer Minimum Condition may not be amended or waived; and return all tendered Shares to tendering stockholders, (ii) extend no change may be made to the Offer and, subject that: (a) changes the form of consideration to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn be delivered by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions Purchaser pursuant to the Offer. For a description of Purchaser's right to extend the period of time during which ; (b) decreases the Offer is open, and Price or the number of Shares sought to amend, delay or terminate be purchased by Purchaser in the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d; (c) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release imposes conditions to the Dow Xxxxx News Service. 5Offer in addition to the Offer Conditions; or (d) except as otherwise allowed by the Merger Agreement, extends the Expiration Date.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, the Purchaser will accept for payment and pay for all up to 1,800,000 Shares which are validly tendered on or prior to the Expiration Date (as herein defined) and not withdrawn in accordance with as permitted by Section 43. The term "Expiration Date" means 12:00 midnightMidnight, New York City time, on MondayMarch 6, June 9, 19971996, unless and until Purchaserthe Purchaser shall, subject to the terms of the Merger Agreementas described below, shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall refer to mean the latest time and date at on which the Offer, as so extended by the Purchaser, shall expire. Pursuant If more than 1,800,000 Shares are validly tendered prior to the Merger AgreementExpiration Date and not properly withdrawn, such Shares will be accepted for payment on a pro rata basis according to the number of Shares validly tendered and not properly withdrawn prior to the Expiration Date (with appropriate adjustments to avoid the purchase of fractional Shares). In the event that such proration is required, because of the time required to determine the precise number of Shares validly tendered and not properly withdrawn, the Purchaser does not expect to announce the final results of proration or to pay for any Shares immediately after the Expiration Date. The Purchaser will announce the preliminary results of proration by press release as soon as practicable following the Expiration Date, and subject expects to be able to announce the final results of proration within seven Nasdaq National Market trading days after the Expiration Date. Holders of Shares may obtain such preliminary information and final results from the Depositary or the Information Agent and may be able to obtain such preliminary information and final results from their brokers. The Investment Agreement provides that the Purchaser may increase the offer price pursuant to the Offer (the "Offer Price") and may make any other changes in the terms and conditions of the Offer, if all of but that, unless previously approved by the Conditions Company in writing, the Purchaser may not (as defined in Section 16i) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) decrease the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15Price, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (xii) decreases the price per Share or changes change the form of consideration payable in the Offer, (yiii) decreases increase or decrease the minimum number of Shares sought, or (z) imposes additional conditions shares of Class B Stock sought pursuant to the Offer Offer, (iv) add to or amends any other term of modify the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in described under Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the 13 "HSR Act"). If any such Condition is not satisfied prior to the expiration Certain Conditions of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the ,"Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayDecember 10, June 9, 19972010, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Shares upon the earlier of receipt of your share certificates or confirmation from the Corporation that you own the Shares, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5payment for validly tendered Shares following expiration.

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including if the Offer is extended or amended, Purchaser will accept for payment the terms and pay for conditions of any such extension or amendment) and applicable law and subject to the proration procedures described on the front cover page of this Offer to Purchase, all Shares Notes which are validly tendered in accordance with the procedures set forth in Section 7 and not validly withdrawn in accordance with the procedures set forth in Section 8 prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "will be accepted for purchase promptly after the Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997. It is anticipated that the proration procedures will be completed promptly following termination of the three business day guaranteed delivery period, unless and until Purchaserno Notes are tendered using such guaranteed delivery procedures, subject in which case such procedures will be completed promptly following the Expiration Date. Preliminary results of proration will be announced by press release promptly following the Expiration Date. Purchaser will make payment for Notes purchased pursuant to the terms Offer within two business days after the completion of such proration procedures. PURCHASER'S OBLIGATION TO ACCEPT FOR PURCHASE, AND TO PAY FOR, NOTES VALIDLY TENDERED PURSUANT TO THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM TENDER OF EITHER THE 2004 NOTES OR THE 2005 NOTES OR OBTAINING ANY FINANCING BUT IS SUBJECT TO SATISFACTION OF CERTAIN OTHER CONDITIONS ON OR PRIOR TO THE EXPIRATION DATE. PURCHASER, IN ITS SOLE DISCRETION, MAY WAIVE ANY OF THE CONDITIONS OF THE OFFER, IN WHOLE OR IN PART, AT ANY TIME AND FROM TIME TO TIME. See Section 10, which sets forth the Merger Agreement, shall have extended conditions to the period of time during which Offer. If any condition to Purchaser's obligation to purchase Notes under the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on within the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its termstime frame described above, Purchaser shall extend reserves the right (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated obligated) to extend and re-extend the Offer (i) decline to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition purchase any of the business of the Company Notes tendered and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in terminate the Offer, (yii) decreases the number of Shares soughtwaive such unsatisfied condition, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreementpurchase all Notes validly tendered, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (iiiii) extend the Offer and, subject to withdrawal rights the right of Holders to withdraw Notes as provided in Section 8, retain the Notes which have been tendered during the period or periods for which the Offer is extended or (iv) amend the Offer. Purchaser expressly reserves the right, at any time or from time to time, regardless of whether or not any of the events set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended10 shall have occurred or shall have been determined by Purchaser to have occurred, (iiii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered open and not withdrawn by the Expiration Date or (iv) thereby delay acceptance for payment of (whether or not of, and the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawnNotes, subject to applicable law, until satisfaction or waiver by giving oral followed by written notice of the Conditions such extension to the OfferDepositary, and (ii) to amend the Offer in any respect by giving oral followed by written notice of such amendment to the Depositary. For a description of The rights reserved by Purchaser in this paragraph are in addition to Purchaser's right rights to extend the period of time during which terminate the Offer is open, and to amend, delay or terminate the Offer, see described in Section 1510. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Date. Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News ServiceService or by sending written notice to each registered Holder of the Notes. 5If Purchaser extends the Offer, or if (whether before or after any Notes have been accepted for purchase) the purchase of or payment for Notes is delayed or Purchaser is unable to pay for Notes pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may retain tendered Notes on behalf of Purchaser, and such Notes may not be withdrawn except to the extent tendering Holders are entitled to withdrawal rights as described in Section 8. However, the ability of Purchaser to delay the payment for Notes which Purchaser has accepted for purchase is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of holders of securities promptly after the termination or withdrawal of a tender offer. If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition to such Offer, Purchaser will disseminate additional Offer materials and extend the Offer to the extent required by law. See Section 8.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayJune 17, June 9, 19972011, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Shares Units to tendering stockholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Unit holders to withdraw Units until the Expiration Date, retain all such Shares until the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Units upon confirmation that the managing member will either transfer the Units or recognize the change of address for distributions and correspondence on the Units, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Units as offered herein. For a description of Purchaser's right Further, by tendering your Units, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in California, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and pay for purchase all Shares which are validly tendered and not properly withdrawn on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 4. 3 — “Procedures for Accepting the Offer and Tendering Shares.” The term "Expiration Date" means Date for the Offer is currently scheduled for 12:00 midnight, New York City time, at the end of October 28, 2008. Datascope stockholders may withdraw their Shares previously tendered at any time on Mondayor prior to the Expiration Date, June 9as it may be extended from time to time. See Section 4 — “Withdrawal Rights.” If, 1997at the Expiration Date, unless and until Purchaserthe conditions to the Offer described in Section 14 — “Conditions of the Offer” have not been satisfied or earlier waived, then, subject to the terms provisions of the Merger Agreement, Purchaser shall have extended extend the period Expiration Date for one or more periods of time during which five business days. Purchaser shall also extend the Offer is openfor any period required by any rule, regulation, interpretation or position of NASDAQ or the SEC or the staff of the SEC. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to your right to withdraw your Shares. Purchaser also has agreed in which event the term "Merger Agreement that, if at the Expiration Date" shall refer , all conditions of the Offer have been satisfied but the number of Shares that have been validly tendered and not properly withdrawn in the Offer (together with any Shares then owned by Getinge) is less than 90% of the outstanding Shares, Purchaser may, without the consent of Datascope and in compliance with applicable law, provide a subsequent offering period. A subsequent offering period, if one is provided, will allow Datascope stockholders to tender Shares after the latest time Expiration Date and date at which receive the same consideration that was paid in the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject if Purchaser elects to have a subsequent offering period, the subsequent offering period will not be shorter than three business days nor longer than twenty (20) business days, with the exact number of days to be determined at Purchaser’s election. In a subsequent offering period, Shares may be tendered using the same procedures applicable to the terms and conditions of the Offer, if all of the Conditions Offer (as defined in Section 16) are except that Shares tendered may not satisfied on the initial Expiration Datebe withdrawn), and Purchaser will immediately accept and promptly pay for Shares as they are tendered. In the Merger Agreement has not been terminated in accordance with its terms, event that Purchaser shall extend (and re- extend) the Offer elects to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant or provide a subsequent offering period, it will provide an announcement to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated that effect to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued national news service no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date Date. Subject to the applicable regulations of the SEC and the terms of the Merger Agreement, Purchaser also reserves the right, at any time or from time to time, to (a) delay purchase of, or, payment for, any Shares, pending receipt of any regulatory or governmental approvals specified in accordance Section 15 — “Legal Matters; Required Regulatory Approvals” or if any condition referred to in Section 14 — “Conditions of the Offer” has not been satisfied or upon the occurrence of any event specified in Section 14; (b) after the Expiration Date, allow the Offer to expire if any condition referred to in Section 14 — “Conditions of the Offer” has not been satisfied or upon the occurrence of any event specified in Section 14; and (c) except as set forth in the Merger Agreement, waive any condition to the Offer (other than the Minimum Condition, which only may be waived with Rules 14d-4(c)Datascope’s prior written consent) or otherwise amend the Offer in any respect; in each case, 14d- 6(dby giving oral notice, followed by written notice, of the delay, termination, waiver or amendment to the Depositary. Purchaser acknowledges (a) and 14e-1(dthat Rule 14e-1(c) under the Securities Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of 1934the Offer and (b) that Purchaser may not delay purchase of, or payment for (except as amended provided in clause (a) of the "Exchange Act"preceding sentence), any Shares upon the occurrence of any event specified in Section 14 — “Conditions of the Offer” without extending the period of time during which the Offer is open. Without The rights that Purchaser reserves in the preceding paragraph are in addition to its rights pursuant to Section 14 — “Conditions of the Offer.” Any extension, delay, termination, waiver or amendment will be followed promptly by public announcement. The announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law, and without limiting the obligation of Purchaser under such rules or the manner in which Getinge and Purchaser may choose to make any public announcement, Getinge and Purchaser currently intends will have no obligation to make announcements publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the Dow Xxxxx News Servicea national news service. 53

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayDecember 30, June 9, 19972014, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayJuly 20, June 9, 19972012, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. ​ The Offer and withdrawal rights will expire at one minute following 11:59 p.m. (12:00 midnight), New York City time, on Thursday, May 19, 2022, unless the Offer is extended or earlier terminated in accordance with the terms of the Merger Agreement. Upon the terms and subject to the satisfaction, or to the extent permitted, waiver of the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment and pay for all Shares which are validly tendered prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight9:00 a.m., New York City time, on Mondaythe business day immediately after the Offer Expiration Time, June 9accept for payment all Shares validly tendered and not properly withdrawn prior to the Offer Expiration Time (as permitted under Section 4 — “Withdrawal Rights”), 1997and will pay for such Shares promptly (and in any event within three business days) after the Acceptance Time (as defined below). The date and time of Purchaser’s acceptance for payment of all Shares validly tendered and not properly withdrawn pursuant to the Offer is referred to as the “Acceptance Time.” The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, the satisfaction of the Minimum Tender Condition and the waiver by Parent and Purchaser or the satisfaction of the Inside Date Condition and the Antitrust Approvals Condition. For purposes of determining whether the Minimum Tender Condition has been satisfied, Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not been “received” ​(as such terms are defined in Section 251(h) of the DGCL) prior to the Offer Expiration Time are excluded. The Offer is also subject to other conditions described in Section 15 — “Conditions of the Offer.” Subject to the applicable rules and regulations of the SEC and the terms and conditions of the Merger Agreement, any of the conditions to the Offer may be waived by Parent and Purchaser in whole or in part, at any time and from time to time, in their sole discretion, except that Parent and Purchaser are not permitted to waive the Minimum Tender Condition or the Termination Condition except, in the case of the Minimum Tender Condition, with the prior written consent of the Company. See Section 15 — “Conditions of the Offer.” We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Offer Expiration Time, any of the conditions to the Offer have not been satisfied. See Section 15 — “Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Termination of the Merger Agreement.” Pursuant to the Merger Agreement, we may extend the Offer beyond its initial Offer Expiration Time, but in no event will we be required or permitted to extend the Offer beyond October 7, 2022 (the “Termination Date”). We have agreed in the Merger Agreement that Purchaser will extend the Offer (i) for any minimum period required by any applicable law or any rule, regulation, interpretation or position of the SEC or its staff or of NASDAQ or its staff, applicable to the Offer, the Schedule 14D-9 or the Offer documents; (ii) if, as of the then-scheduled Offer Expiration Time, the Company has delivered written notice to Parent in accordance with the Merger Agreement that the Company intends to effect an Adverse Recommendation Change (as defined below) and/or terminate the Merger Agreement due to its receipt of a Superior Proposal (as defined below) or the occurrence of an intervening event (as defined below); (iii) if, at the then-scheduled Offer Expiration Time, the Company brings or will have brought any legal action to enforce specifically the performance of the terms and provisions of the Merger Agreement by Parent or Purchaser; and (iv) if at the-then scheduled Offer Expiration Time, any of the Offer conditions (other than those conditions that by their terms are to be satisfied at the Offer closing) has not been satisfied or waived (to the extent waiver is permitted under the Merger Agreement and applicable law) by Parent and Purchaser; provided, that if at the otherwise scheduled Offer Expiration Time, all of the Offer conditions (other than the Minimum Condition and the other Offer conditions that by their terms are to be satisfied at the Offer closing) shall have been satisfied or waived (to the extent waiver is permitted under the Merger Agreement and applicable law), Purchaser may, and Purchaser shall upon receipt of the Company’s written request, extend the Offer for up to four occasions, in the aggregate, in consecutive periods of five business days each (or for TABLE OF CONTENTS such other duration as the parties may agree). If at the otherwise scheduled Offer Expiration Time, all of the Offer conditions (other than the Inside Date Condition and the other Offer conditions that by their terms are to be satisfied at the closing of the Offer) shall have been satisfied or waived, Purchaser shall extend the Offer until 5:00 p.m., New York City time, on the first business day after July 1, 2022. See “Introduction,” Section 1 — “Terms of the Offer” and Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — The Offer” for more details on our ability to extend the Offer. Pursuant to the Merger Agreement, Parent and Purchaser expressly reserve the right, at any time to waive, in whole or in part, any Offer condition (other than the Minimum Tender Condition and the Termination Condition), to increase the Offer Price or modify the terms of the Offer, in each case only in a manner not inconsistent with the Merger Agreement, except that Parent and Purchaser are not permitted (without the prior written consent of the Company) to (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable pursuant to the Offer, (iii) change, amend, modify, or waive the Minimum Tender Condition, (iv) add to the Offer conditions or impose any other conditions or requirements on the Offer, (v) change, amend, modify or supplement any existing Offer condition in a manner that is adverse in any respect to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or the Merger (except to effect an extension to the Offer to the extent expressly permitted by the Merger Agreement or to validly terminate the Merger Agreement in accordance with the terms thereof) or impair the ability of Parent or Purchaser to consummate the Offer, (vi) except as otherwise required or expressly permitted by the Merger Agreement, extend or otherwise change, amend or modify the Offer Expiration Time, (vii) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (viii) terminate the Offer or (ix) otherwise change, amend, modify or supplement the Offer in any manner adverse to the holders of Shares or in any manner that delays, interferes with, hinders or impairs the consummation of the Offer. The Offer may not be terminated or withdrawn prior to its scheduled Offer Expiration Time (as extended and re-extended in accordance with the Merger Agreement), unless and until Purchaserthe Merger Agreement is terminated in accordance with the terms thereof. If, subject to the terms of the Merger Agreement, shall have extended we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period of time during which the Offer is open, must remain open following material changes in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in information concerning the Offer, (y) other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer to purchase should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. Accordingly, if, prior to the Offer Expiration Time, Purchaser decreases the number of Shares soughtbeing sought or changes the Offer Price, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase or decrease is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such tenth business day. If, on or before the Offer Expiration Time, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. If we extend the Offer, are delayed in our acceptance for payment of or payment (zwhether before or after our acceptance for payment for Shares) imposes additional conditions for Shares or are unable to accept Shares for payment pursuant to the Offer or amends for any other term of the Offer in any manner adverse reason, then, without prejudice to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period our rights under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser maythe Depositary may retain tendered Shares on our behalf, subject and such Shares may not be withdrawn except to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to extent that tendering stockholders, (ii) extend the Offer and, subject stockholders are entitled to withdrawal rights as set forth in described herein under Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which 4 — “Withdrawal Rights” or the Offer is openwithdrawn or terminated or the Merger Agreement is terminated pursuant to its terms. However, purchase all our ability to delay the payment for Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance that we have accepted for payment is limited by TABLE OF CONTENTS​ Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of (whether stockholders promptly after the termination or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver withdrawal of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, delay, termination, waiver or amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the such announcement in the case of an extension to be issued made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Offer Expiration Date in accordance with Time. Subject to applicable law (including Rules 14d-4(c14d-4(d), 14d- 6(d14d-6(c) and 14e-1(d) 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without , which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends shall have no obligation to make announcements publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service. As used in this Offer to Purchase, “business day” means any day other than a Saturday, a Sunday or a federal holiday, and shall consist of the Dow Xxxxx News Servicetime period from 12:01 a.m. through 12:00 midnight, New York City time (provided that when used in reference to the Merger Agreement, “business day” means any day the principal offices of the SEC in Washington, D.C. are open to accept filings, other than Saturday, Sunday or any other day on which (i) commercial banks in New York, New York are authorized or required by applicable law to be closed or (ii) the Office of the Secretary of State of the State of Delaware is not open for business). 5Under no circumstances will interest be paid on the Offer Price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. As soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver (to the extent waiver is permitted under applicable law) of certain conditions as described herein under Section 15 — “Conditions of the Offer,” Purchaser will complete the Merger without a vote of the stockholders of the Company to adopt the Merger Agreement and consummate the Merger in accordance with Section 251(h) of the DGCL. The Company has provided Purchaser with the Company’s stockholder list and security position listings for the purpose of disseminating the Offer to Purchase, Letter of Transmittal and other Offer related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the Company’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayJuly 29, June 9, 19972011, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Shares upon the earlier of receipt of your share certificates or confirmation from the Corporation that you own the Shares, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For a description of Purchaser's right Further, by tendering your Shares, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in California, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayMarch 29, June 9, 19972013, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Shares, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayMarch 5, June 9, 19972013, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Shares, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Purchaser is offering to purchase all of the issued and outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and and, as promptly as practicable after the Expiration Date, pay for all Shares which are (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) validly tendered prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Mondayat the end of the Expiration Date and not validly withdrawn as described in Section 4 – “Withdrawal Rights.” The Offer is conditioned upon, June 9among other things, 1997the satisfaction of the Minimum Condition and the other conditions described in Section 15 – “Conditions of the Offer.” The Merger Agreement provides that (i) if, unless as of the scheduled Expiration Date, any of the conditions to Purchaser’s obligation to accept for payment and until Purchaser, subject pay for Shares validly tendered (and not withdrawn) pursuant to the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, set forth in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant Exhibit B to the Merger AgreementAgreement (collectively, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16“Offer Conditions”) are is not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its termswaived, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer on one or more occasions, for an additional period of up to 20 business days per extension, to permit such Offer Condition to be satisfied and (ii) Purchaser shall extend the Offer from time to time for any period required by any rule or regulation of the SEC applicable to the Offer, but, with respect to clauses (i) and (ii), in no event beyond the End Date. The “End Date” means October 27, 2016, as it may be extended as provided in the Merger Agreement and summarized below in Section 11 –“The Merger Agreement; Other Agreements—Termination of the Merger Agreement.” The Merger Agreement provides that, without the prior written consent of the Company: (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made to the Offer that: (a) changes the Table of Contents form of consideration to be delivered by Purchaser pursuant to the provisions Offer; (b) decreases the Offer Price or the number of Shares sought to be purchased by Purchaser pursuant to the Offer; (c) imposes conditions to the Offer in addition to the Offer Conditions; or (d) except as otherwise allowed by the Merger Agreement, extends the Expiration Date. The Merger Agreement also provides that, at Parent’s election and in Parent’s sole discretion and upon written notice to the Company prior to the Acceptance Time, the definition of Minimum Condition may be modified to replace the reference to “66 2/3% of the last sentence Adjusted Outstanding Share Number” in such definition with “66 2/3% of this paragraph beyond August 15, 1997the aggregate number of outstanding Company Common Stock immediately prior to the Acceptance Time” (such modification, the Final Termination Date shall be November 15, 1997“Permitted Minimum Condition Modification”). From and after Effecting the Final Termination Date, if all Permitted Minimum Condition Modification by Parent will not constitute a waiver of the Conditions have not been satisfied on any Expiration Date Minimum Condition for purposes of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such ConditionsAgreement. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-If we extend the Offer, from time are delayed in our acceptance for payment of or payment for Shares or are unable to timeaccept Shares for payment pursuant to the Offer for any reason, but then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in no event beyond November 15Section 4 – “Withdrawal Rights.” However, 1997 if it believes such extension our ability to delay the payment for Shares that we have accepted for payment is advisable in order limited by Rule 14e-1(c) under the Exchange Act, which requires us to facilitate pay the orderly transition consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger AgreementAgreement and the applicable rules and regulations of the SEC and other applicable laws and regulations, Purchaser we expressly reserves reserve the right to amend waive any Offer Condition at any time and from time to time, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, delay, termination or amendment or termination of the Offer will be followed as promptly as practicable by a public announcement thereof, the and such announcement in the case of an extension to will be issued made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Date. Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser we may choose to make any public announcement, Purchaser currently intends we intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer, in each case, if and to the Dow Xxxxx News Serviceextent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. 5The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to holders of Shares, and with respect to a change in price or a change in the percentage of securities sought, a minimum 10 business day period generally is required to allow for adequate dissemination to holders of Shares and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all holders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Offer Conditions. Notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may terminate the Offer at any scheduled Expiration Date or amend or terminate the Offer as otherwise permitted by the Merger Agreement, if any of the Offer Conditions has not been satisfied at 12:00 Table of Contents midnight, Eastern Time, on the scheduled Expiration Date of the Offer; provided, however, that (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall extend the Offer on one or more occasions, for an additional period of up to 20 (twenty) business days per extension, to permit such Offer Condition to be satisfied, and (ii) Purchaser shall extend the Offer from time to time for any period required by any rule or regulation of the SEC applicable to the Offer, but, with respect to clauses (i) and (ii), in no event shall Purchaser extend the Offer to a date later than the End Date. Under certain circumstances described in the Merger Agreement, we may terminate the Merger Agreement. The Company has provided us with its stockholders list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal, as well as the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on the stockholder list and will be furnished for subsequent transmittal to beneficial owners of Shares to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayJune 28, June 9, 19972013, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly accept and pay for all Shares validly tendered and not withdrawn by Shares within 3 business days of the Expiration Date or (iv) delay acceptance for payment date of (whether or not Purchasers’ receipt of written confirmation from the REIT the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the terms Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any notice of withdrawal must specify the name, address and subject TIN of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates representing Shares to be withdrawn have been delivered or otherwise identified to the conditions Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3--"Procedures for Accepting the Offer and Tendering Shares", any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares, or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and those Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in this Section. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, Purchaser will accept for payment and pay for all withdrawn Shares which are validly may be re-tendered at any time prior to the Expiration Date or during any Subsequent Offering Period by following one of the procedures described in Section 3--"Procedures for Accepting the Offer and not withdrawn in accordance with Section 4. The term "Expiration DateTendering Shares." means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject All questions as to the terms form and validity (including time of the Merger Agreement, shall have extended the period receipt) of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended any notice of withdrawal will be determined by Purchaser, shall expirein its sole discretion. Pursuant to the Merger Agreement, That determination will be final and subject to the terms and conditions binding. None of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997Purchaser, the Final Termination Date shall Dealer Manager, the Depositary, the Information Agent or any other person will be November 15, 1997. From and after the Final Termination Date, if all under any duty to give notification of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether defects or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer irregularities in any respect by giving oral or written notice of such amendment withdrawal or incur any liability for failure to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If give any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5notification.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayMay 4, June 9, 19972012, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayAugust 22, June 9, 19972014, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayDecember 7, June 9, 19972012, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly accept and pay for all Shares validly tendered and not withdrawn by Shares within 3 business days of the Expiration Date or (iv) delay acceptance for payment date of (whether or not Purchasers’ receipt of written confirmation from the REIT the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser will accept for payment and pay for all Shares which are validly tendered prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the terms of the Merger Agreement, shall have extended the period of time during which if the Offer is openextended or amended, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its termsany extension or amendment), Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, will purchase all Shares validly tendered and not withdrawn by in accordance with the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” on or prior to the Expiration Date. If, at the Expiration Date, the conditions to the Offer described in Section 14 — “Conditions of the Offer” have not been satisfied or earlier waived, then, subject to the provisions of the Merger Agreement, Purchaser may extend the Expiration Date. If the election to extend the Expiration Date or (iv) delay acceptance is made by Purchaser, the extension may be for payment such amount of (whether or not time as is reasonably necessary to cause the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawnconditions to be satisfied, subject to applicable lawSEC rules; provided, until satisfaction or waiver that, if all conditions have been met and the validly tendered Shares is greater than sixty-five percent, but less than ninety percent of the Conditions fully-diluted outstanding Shares of Portec, X.X. Xxxxxx may extend the Offer by no more than twenty business days. If Portec causes Purchaser to extend the Expiration Date, the Expiration Date will be extended for a period of ten business days beginning immediately after the Expiration Date of the Offer. For a description of Purchaser's During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to your right to extend withdraw your Shares. Portec shareholders may withdraw their Shares previously tendered at any time prior to the period of Expiration Date as it may be extended from time during which the Offer is open, and to amend, delay or terminate the Offer, see time. See Section 15. 4 — “Withdrawal Rights.” Any extension, delay, termination, waiver or amendment or termination will be followed as promptly as practicable by public announcement thereofannouncement. The announcement, the announcement in the case of an extension to extension, will be issued made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date Date, in accordance with Rules 14d-4(c), 14d- 6(d) and the public announcement requirements of Rule 14e-1(d) under the Securities Exchange Act of 1934, as amended Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the "Securities Exchange Act", which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of material changes). Without , and without limiting the obligation of Purchaser under such rules or the manner in which X.X. Xxxxxx and Purchaser may choose to make any public announcement, X.X. Xxxxxx and Purchaser currently intends will have no obligation to make announcements publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service. The Merger Agreement also provides that we may in our sole discretion make available a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Dow Xxxxx News ServiceExchange Act after we have accepted and paid for all of the Company Common Shares tendered in the initial offer period. 5A Subsequent Offering Period would be an additional period of time of at least three business days following the Expiration Date, during which stockholders may tender Shares not tendered in the Offer and receive the same Offer Price paid in the Offer. During a Subsequent Offering Period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered, and tendering stockholders will not have withdrawal rights. We do not currently intend to provide a Subsequent Offering Period for the Offer, although we reserve the right to do so. If we elect to provide a Subsequent Offering Period, we will issue a press release to that effect no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date. Subject to the applicable regulations of the Commission and the terms of the Merger Agreement, Purchaser also reserves the right, in Purchaser’s sole discretion, at any time or from time to time, to (a) delay purchase of, or, payment for, any Shares, pending receipt of any regulatory or governmental approvals specified in Section 15 — “Legal Matters; Required Regulatory Approvals”; or if any condition referred to in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14 — “Conditions of the Offer”; (b) after the Expiration Date, allow the Offer to expire if any condition referred to in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14 — “Conditions of the Offer”; and (c) except as set forth in the Merger Agreement, waive any condition to the Offer (other than the Minimum Condition and the conditions set forth in subclauses (ii)(a) and (b) described in Section 14 — “Conditions of the Offer), which only may be waived with Portec’s prior written consent) or otherwise amend the Offer in any respect; in each case, by giving oral followed by written notice of the delay, termination, waiver or amendment to the Depositary. Purchaser acknowledges (a) that Rule 14e-1(c) under the Securities Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer and (b) that Purchaser may not delay purchase of, or payment for (except as provided in clause (a) of the preceding sentence), any Shares upon the occurrence of any event specified in Section 14 without extending the period of time during which the Offer is open. The rights Purchaser reserves in this paragraph are in addition to its rights pursuant to Section 14 — “Conditions of the Offer.” 3

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and pay for purchase all Shares which are validly tendered and not properly withdrawn in accordance with the procedures set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, on or prior to the Expiration Date and not withdrawn in accordance with Section 4Date. The term "Expiration Date" means 12:00 midnightis 5:00 P.M., New York City time, on MondayMarch 3, June 9, 19972017, unless the Offer is extended pursuant to and until Purchaser, subject to in accordance with the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to will mean the latest time and date at which the Offer, as so extended by Purchaserextended, shall will expire. Pursuant The Merger Agreement provides that, unless the Merger Agreement is terminated, Purchaser may, in its sole discretion, extend the Offer for one or more periods of up to twenty (20) business days each if, at the then scheduled Expiration Date, any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase have not been satisfied or, to the extent permitted by applicable law, waived by Textron or Purchaser. The Merger Agreement provides that Purchaser will also extend the Offer for any period required by any applicable law or any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or any of the rules and regulations, including listing standards, of NASDAQ or any other United States national securities exchange on which the Shares are then traded. Unless the Offer is terminated in accordance with the Merger Agreement, and subject in the event that any of the conditions to the terms Offer set forth in the Merger Agreement and conditions described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, if all to the extent permitted by applicable law, waived by Textron or Purchaser as of any then scheduled expiration of the Conditions Offer and the Arctic Cat Board has not effected an Adverse Recommendation Change (as defined in Section 1612(a)—"Merger Agreement" of this Offer to Purchase), Arctic Cat may, in its sole discretion and by written notice at least two (2) are not satisfied on business days prior to the initial Expiration Datethen scheduled expiration of the Offer, and request that Purchaser extend the Offer for one period of ten (10) business days, until all of the conditions to the Offer set forth in the Merger Agreement has not been terminated and described in accordance with its terms, Purchaser shall extend (and re- extend) Section 15—"Conditions of the Offer" of this Offer to provide time to satisfy such Conditions through the Final Termination DatePurchase are satisfied or, where permitted by applicable law, waived by Textron or Purchaser. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions See Section 1—"Terms of the last sentence Offer" of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the CompanyPurchase for additional information about Purchaser's business relationships. Parent and Purchaser do not expect to utilize this right obligations to extend the Offer. See Section 15. Subject In no event will Purchaser be required to extend the terms Offer for any reason beyond the earlier to occur of (a) the date the Merger AgreementAgreement is terminated or (b) May 24, Purchaser expressly reserves the right to amend the terms and conditions of 2017. Under no circumstances will interest be paid on the Offer in Price for tendered Shares, regardless of any respect by giving oral extension of or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of delay in paying for the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16conditioned upon, including among other things, the satisfaction of the Minimum Condition, the Regulatory Approval Condition, the Governmental Authority Condition, the Representations Condition, the Covenants Condition and the expiration or termination Material Adverse Effect Condition. Consummation of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Offer is also conditioned upon the satisfaction or, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration extent permitted by applicable law, waiver of other conditions set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer, " of this Offer to Purchase. In the event that Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as waives any condition set forth in the Merger Agreement and described in Section 415—"Conditions of the Offer" of this Offer to Purchase, retain the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to shareholders of Arctic Cat, require that the Offer remain open for an additional period of time and that Textron and Purchaser disseminate information concerning such waiver. Purchaser acknowledges that Rule 14e-1(c) under the Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer. If, at the Expiration Date, all such Shares until of the expiration conditions of the Offer as so extendedhave been satisfied or, (iii) waive such Condition andto the extent permitted by applicable law, subject waived, Purchaser will accept for payment and promptly pay for Shares tendered to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered Purchaser and not properly withdrawn by in the Expiration Date or (iv) delay Offer. After acceptance for payment of (whether or Shares in the Offer, if Textron and Purchaser do not hold, in the Shares have theretofore been accepted for payment)aggregate and, or payment forif applicable, any Shares tendered and not withdrawn, subject after giving effect to applicable law, until satisfaction or waiver the "top up option," at least 90% of the Conditions outstanding Shares to permit Purchaser to consummate the Merger as a "short-form" merger pursuant to Section 302A.621 of the MBCA, then Purchaser will provide, in accordance with Rule 14d-11 under the Exchange Act, the Subsequent Offering Period of not less than three (3) nor more than twenty (20) business days as determined in the sole discretion of Textron and Purchaser. The Subsequent Offering Period, if it is provided, will allow shareholders of Arctic Cat to tender Shares after the Expiration Date and receive the same consideration that was paid in the Offer. For a description of Purchaser's right to extend In the period of time during which Subsequent Offering Period, Shares may be tendered in the Offer (but Shares tendered may not be withdrawn) and Purchaser will immediately accept and promptly pay for Shares as they are tendered. In the event that it is opennecessary for Purchaser to provide the Subsequent Offering Period, and Purchaser will provide an announcement to amend, delay or terminate that effect along with the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, results of the announcement in the case of an extension Offer to be issued a national news service no later than 9:00 a.m.A.M., New York City time, on the next business day after the previously scheduled Expiration Date. The Expiration Date for the Offer is currently scheduled for 5:00 P.M., New York City time, on March 3, 2017. Textron and Purchaser reserve the right to increase the Offer Price, waive (to the extent permitted by applicable law), in its sole discretion, in whole or in part, any condition to the Offer or make any other changes in the terms and conditions of the Offer, except, unless otherwise contemplated by the Merger Agreement or as previously approved by Arctic Cat in writing, Purchaser is not permitted to: • decrease the Offer Price; • change the form of consideration payable in the Offer; • reduce the maximum number of Shares sought to be purchased in the Offer; • amend or waive the Minimum Condition; • amend any of the other conditions and requirements to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase in a manner materially adverse to the holders of Shares; or • extend the Expiration Date in a manner other than in accordance with Rules 14d-4(c)the Merger Agreement. If, 14d- 6(d) and prior to the Expiration Date, Purchaser increases the Offer Price offered to shareholders of Arctic Cat in the Offer, Purchaser will pay the increased price to all shareholders of Arctic Cat from whom Purchaser purchases Shares in the Offer, whether or not Shares were tendered before the increase in price. As of the date of this Offer to Purchase, Purchaser has no intention to increase the Offer Price. The rights Purchaser reserves in the preceding paragraph are in addition to its rights pursuant to Section 15—"Conditions of the Offer" of this Offer to Purchase. Any extension, waiver or amendment of the Offer, delay in acceptance for payment or payment for the Shares tendered in the Offer, or termination of the Offer, will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act". Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of such changes). Without , and without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends will have no obligation to make announcements publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Dow Xxxxx News ServiceOffer, subject to the rights of a tendering shareholder to withdraw such shareholder's Shares. If Purchaser makes a material change in the terms of the Offer, or if Purchaser waives a material condition to the Offer, Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by applicable law and the applicable regulations of the SEC. The minimum period during which the Offer must remain open following material changes in the terms of the Offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC's view, a tender offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to shareholders, and, if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum of ten (10) business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum ten (10) business day period from the date of the change is generally required to allow for adequate dissemination to shareholders. Accordingly, if, prior to the Expiration Date, Purchaser decreases the number of Shares being sought, or increases or decreases the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth (10th) business day from the date that notice of the increase or decrease is first published, sent or given to shareholders of Arctic Cat, Purchaser will extend the Offer at least until the expiration of that ten (10) business day period. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or a United States federal holiday and consists of the time period from 12:01 A.M. through 12:00 midnight, New York City time. Arctic Cat has provided Textron and Purchaser with its shareholder lists and security position listings for the purpose of disseminating the Offer to shareholders of Arctic Cat. This Offer to Purchase, the related Letter of Transmittal and other relevant materials will be mailed to record holders of Shares, and will be furnished to brokers, dealers, commercial banks, trust companies or other nominees whose names appear on the security holder lists or, if applicable, that are listed as participants in a clearing agency's security position listing, for forwarding to beneficial owners of Shares.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayApril 4, June 9, 19972014, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of written confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Purchaser is offering to purchase all of the issued and outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and and, as promptly as practicable after the Expiration Date, pay for all Shares which are (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) validly tendered prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to at the terms end of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time Date and date at which the Offer, not validly withdrawn as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined described in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. 4 – “Withdrawal Rights.” The Offer is subject to certain Conditions set forth in Section 16conditioned upon, including among other things, the satisfaction of the Minimum Condition and the expiration or termination other conditions described in Section 15 – “Conditions of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Offer.” The Merger Agreement provides that (i) if, as amended of the scheduled Expiration Date, any of the conditions to Purchaser’s obligation to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the "HSR Act"). If any such Condition Offer set forth in Exhibit B to the Merger Agreement (collectively, the “Offer Conditions”) is not satisfied prior and has not been waived, Purchaser shall extend the Offer on one or more occasions, for an additional period of up to 20 business days per extension, to permit such Offer Condition to be satisfied until the expiration earlier to occur of (a) the satisfaction or waiver of such Offer Conditions or (b) the End Date and (ii) Purchaser may, in its discretion (and without the consent of the Company or any other Person) extend the Offer from time to time for any period required by any rule or regulation of the SEC applicable to the Offer, Purchaser maybut, subject with respect to clauses (i) and (ii), in no event beyond the terms End Date. The “End Date” means November 1, 2016, as it may be extended as provided in the Merger Agreement and summarized below in Section 11 – “The Merger Agreement; Other Agreements – Termination of the Merger Agreement.” The Merger Agreement provides that, without the prior written consent of the Company: (i) terminate the Offer Minimum Condition may not be amended or waived; and return all tendered Shares to tendering stockholders, (ii) extend no change may be made to the Offer andthat: (a) changes the form of consideration to be delivered by Purchaser pursuant to the Offer; (b) decreases the Offer Price or the number of Shares sought to be purchased by Purchaser pursuant in the Offer; (c) imposes conditions to the Offer in addition to the Offer Conditions; or (d) except as otherwise allowed by the Merger Agreement, subject extends the Expiration Date. The Merger Agreement also provides that, at Parent’s election and in Parent’s sole discretion and upon delivering written notice of such modification to withdrawal rights as set forth in Section 4the Company prior to the Acceptance Time, retain all such Shares until the expiration definition of Minimum Condition may be modified to replace the reference to “majority of the Offer as so extendedAdjusted Outstanding Share Number” in such definition with “a majority of the aggregate number of outstanding Company Common Stock immediately prior to the Acceptance Time” (such modification, (iii) waive such the “Permitted Minimum Condition and, subject to any requirement to extend Modification”). Effecting the period of time during which the Offer is open, purchase all Shares validly tendered and Permitted Minimum Condition Modification by Parent will not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or constitute a waiver of the Conditions to Minimum Condition for purposes of the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5Merger Agreement.

Terms of the Offer. Upon If Sub extends the terms and subject Offer, is delayed in its acceptance for payment of Shares, or is unable to accept Shares for payment pursuant to the conditions Offer for any reason, then, without prejudice to Sub's rights under the Offer, the Depositary may nevertheless retain tendered Shares on behalf of Sub, and such Shares may not be withdrawn, except to the extent that tendering stockholders are entitled to and duly exercise their withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and (if Share Certificates have been tendered) the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates representing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 of this Offer to Purchase entitled "Procedures for Accepting the Offer and Tendering Shares," the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the first sentence of this paragraph. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be considered not validly tendered for purposes of the Offer. However, Purchaser will accept for payment and pay for all withdrawn Shares which are validly may be tendered again at any time prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the terms by following one of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined procedures described in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the 3 of this Offer to provide time to satisfy such Conditions through the Final Termination Date. The Purchase entitled "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of Procedures for Accepting the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject Tendering Shares." All questions as to the terms form and validity (including time of receipt) of any notice of withdrawal will be determined by Sub in its sole discretion, whose determination will be final and binding. None of Parent, Sub, or their respective affiliates or assigns, the Merger AgreementDepositary, Purchaser expressly reserves the right Information Agent or any other person will be under any duty to amend the terms and conditions give notification of the Offer any defects or irregularities in any respect by giving oral or written notice of such amendment withdrawal or incur any liability for failure to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If give any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5notification.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "Expiration Date" means shall mean 12:00 midnight, New York City timePacific Time, on MondayAugust 18, June 9, 19972006, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Shares upon the earlier of receipt of your share certificates or confirmation from the Corporation that you own the Shares, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For a description of Purchaser's right Further, by tendering your Units, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in California, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and pay for all Shares which are validly tendered prior to the Expiration Date Date, and not theretofore withdrawn in accordance with Section 44 of this Offer to Purchase, as soon as legally permitted and practicable after the commencement of the Offer. The term "Expiration Date" means 12:00 midnightMidnight, New York City time, on MondayFriday, June 9May 1, 19971998, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchaser shall have extended the period of time during for which the Offer is open, in which event the term "Expiration Date" shall refer to mean the latest time and date at as of which the Offer, as so extended by Purchaser, shall expire. Pursuant UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, SATISFACTION OF THE MINIMUM CONDITION. SEE SECTIONS 13 AND 15 OF THIS OFFER TO PURCHASE. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS, INCLUDING THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER THE HSR ACT, THE PASSAGE OF CERTAIN STATUTORY WAITING PERIODS RELATING TO THE COMPANY'S OPERATING LICENSES AND THE COMPANY AND PARENT HAVING OBTAINED CERTAIN ANCILLARY AGREEMENTS AND INSTRUMENTS. SEE SECTIONS 15 AND 16 OF THIS OFFER TO PURCHASE. Subject to the terms and conditions set forth in the Merger AgreementAgreement (including the right to terminate, extend or modify the Offer), and subject to the terms and other conditions of the Offer, if all of the Conditions (as defined set forth in Section 16) are not satisfied on 15 of this Offer to Purchase, including, without limitation, the initial Expiration DateMinimum Condition, and Purchaser will use its reasonable best efforts to consummate the Merger Agreement has not been terminated Offer as soon as legally permissible in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15Agreement. Subject to the terms of the Merger AgreementAgreement and the applicable rules and regulations of the United States Securities and Exchange Commission (the "Commission"), Purchaser expressly reserves the right to amend modify the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser mayincluding, subject to the terms of the Merger Agreementwithout limitation, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by open beyond the scheduled Expiration Date or (iv) including an extension of up to 20 business days beyond the initial scheduled Expiration Date notwithstanding the satisfaction of the conditions set forth in Section 15 of this Offer to Purchase), and thereby delay acceptance for payment of and the payment for any Shares, by giving oral or written notice of such extension to IBJ Xxxxxxxx Bank and Trust Company, as Depositary (whether or the "Depositary"). Notwithstanding the foregoing, the Minimum Condition may not be waived without the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver written consent of the Conditions Company. In addition, pursuant to the Offer. For a description terms of Purchaser's right to extend the period Merger Agreement, Purchaser may not, without the written consent of time during which the Company, amend the Offer is opento decrease the Offer Price, and to amend, delay or terminate decrease the number of Shares being sought in the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, change the announcement form of consideration payable in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules Offer or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release impose conditions to the Dow Xxxxx News ServiceOffer in addition to the conditions described in the Merger Agreement and in Section 15 of this Offer to Purchase. 53

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares which are validly tendered prior to the Expiration Date and not properly withdrawn in accordance with as permitted under Section 44—“Withdrawal Rights.” The Offer is made only for Shares and is not made for any options to purchase Shares. The term "However, you may tender Shares purchased prior to the Expiration Date" means 12:00 midnightDate following the exercise of vested Options. Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, New York City time, on Monday, June 9, 1997, which shall occur promptly after the expiration of the Offer unless and until Purchaser, subject we extend the Offer pursuant to the terms of the Merger Agreement, shall have extended is referred to as the period of “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the OfferMerger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, as so extended by Purchaseramong other things, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions absence of the Offer, if all termination of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its termsterms and the satisfaction of the Minimum Tender Condition (as defined below), Purchaser shall extend (the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and re- extend) the other conditions described in Section 15—“Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer to provide time to satisfy such Conditions through (other than the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have Minimum Tender Condition) has not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its termsor waived, then Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-must extend the Offer, from time on one or more occasions, in consecutive increments of up to timefive business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, but in no event beyond November 15at the initial Expiration Date or any later then-scheduled Expiration Date, 1997 if it believes such extension is advisable in order all conditions to facilitate the orderly transition Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Company and Offer may be extended pursuant to preserve and maintain this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the Company's business relationships. Parent and foregoing, Purchaser do shall not expect to utilize this right be required to extend the Offer. See Section 15Offer beyond December 12, 2013. Subject to the terms applicable rules and regulations of the Merger AgreementSEC, Purchaser expressly reserves the right to amend the terms and conditions of the Offer waive, in whole or in part, any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions condition to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to modify the terms of the Merger AgreementOffer; provided, (i) terminate the Offer and return all tendered Shares to tendering stockholdershowever, (ii) extend the Offer andthat, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5without

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayJune 17, June 9, 19972011, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Shares Units to tendering stockholdersUnitholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Unitholders to withdraw Units until the Expiration Date, retain all such Shares until the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Units upon confirmation that the managing member will either transfer the Units or recognize the change of address for distributions and correspondence on the Units, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Units as offered herein. For a description of Purchaser's right Further, by tendering your Units, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in California, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Unless the context indicates otherwise, in this Offer to Purchase, we use the terms "us," "we" and "our" to refer to Purchaser and, where appropriate, Parent. We use the term "Parent" to refer to SanDisk Corporation alone, the term "Purchaser" to refer to Flight Merger Sub, Inc. alone and the term "Fusion-io" to refer to Fusion-io, Inc. alone. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares which are validly tendered on or prior to the Expiration Date and not properly withdrawn in accordance with as permitted under Section 44—"Withdrawal Rights." The Offer is made only for Shares and is not made for any Fusion-io Options or Fusion-io RSUs. However, you may tender Shares purchased prior to the Expiration Date following the exercise of vested Fusion-io Options. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the terms of the Merger Agreement, shall have extended the period of time during which the Offer is openconditioned upon, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions among other things (as defined in Section 16a) are not satisfied on the initial Expiration Date, and that the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend terms and (and re- extendb) the Offer satisfaction of (i) the Minimum Condition, (ii) the Regulatory Condition and (iii) the governmental authority condition, as described in Section 15—"Certain Conditions of the Offer." The Merger Agreement provides that if (i) required by any law or order, or any rule, regulation or other requirement of the Securities and Exchange Commission (the "SEC") or the New York Stock Exchange ("NYSE") which is applicable to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15Offer, 1997, provided, however, if Purchaser shall extend the Offer pursuant to for any such required period, (ii) at the provisions initial Expiration Date or any later then-scheduled Expiration Date, any of the last sentence of this paragraph beyond August 15, 1997, Offer Conditions (other than the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions Minimum Condition) have not been satisfied on any or waived, Purchaser shall extend the Offer for successive extension periods of up to ten business days each until such conditions has been satisfied or waived, (iii) at the initial Expiration Date of or any later then-scheduled Expiration Date, the Minimum Condition is the only Offer and the Merger Agreement Condition that has not been terminated in accordance with its termssatisfied or waived, Purchaser may shall extend the Offer for two successive extension periods of ten business days each in order to further seek to satisfy the Minimum Condition, (iv) the Regulatory Condition is satisfied or waived within five business days of the initial Expiration Date or any later then-scheduled Expiration Date and any other Offer Condition is not satisfied or waived at such Expiration Date, Purchaser shall extend the Offer for one extension period of five business days, and (v) any Offer Condition is not satisfied or waived as of the initial Expiration Date or any later then-scheduled Expiration Date, Purchaser may, in its sole discretion, elect to (but shall not be obligated required to) extend the offer for one or more further successive extension periods of up to extend and re-ten business days each. However, in no event is Purchaser required to extend the Offer to provide time to satisfy such Conditions. In additionbeyond October 16, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 152014. Subject to the terms applicable rules and regulations of the Merger AgreementSEC, Purchaser expressly reserves the right to amend waive, in whole or in part, any condition to the Offer or modify the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without Offer; provided that, without the consent of Fusion-io, Purchaser cannot (i) decrease the CompanyOffer Price, however, no amendment may be made which (xii) decreases the price per Share or changes change the form of consideration payable to be paid in the Offer, (yiii) decreases reduce the number of Shares soughtsought to be purchased in the Offer, (iv) amend or modify the Minimum Condition, (zv) imposes additional amend or modify any Offer Condition (other than the Minimum Condition) in a manner that broadens such Offer Condition, adversely impacts Fusion-io's stockholders or provides for a "subsequent offering period" in accordance with Rule 14d-11 promulgated under the Exchange Act (or any extension thereof), (vi) impose conditions to the Offer or amends any other term of that are in addition to the Offer Conditions or (vii) extend the Offer other than in any a manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth pursuant to, and in Section 16accordance with, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, delay, termination or amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the and such announcement in the case of an extension to will be issued made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date Date. Without limiting the manner in accordance which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with Rules 14d-4(c)the SEC. If we extend the Offer, 14d- 6(dare delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and 14e-1(dthe Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—"Withdrawal Rights." However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Without limiting If we make a material change in the obligation terms of Purchaser under such rules the Offer or the manner in which Purchaser may choose to make any public announcementinformation concerning the Offer or if we waive a material condition of the Offer, Purchaser currently intends to make announcements by issuing a release we will disseminate additional tender offer materials and extend the Offer if and to the Dow Xxxxx News Serviceextent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. 5The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15—"Certain Conditions of the Offer." Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11—"The Merger Agreement; Other Agreements—Merger Agreement—Termination." Immediately following the purchase of Shares in the Offer, we expect to complete the Merger without a vote of the stockholders of Fusion-io pursuant to Section 251(h) of the DGCL. However, if Purchaser and any other subsidiary of Parent hold in the aggregate at least 90% of the issued and outstanding Shares following the consummation of the Offer, then the Merger will be completed without a vote of the Stockholders of Fusion-io pursuant to Section 253 of the DGCL. Fusion-io has provided us with Fusion-io's stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Fusion-io's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on Monday, June August 9, 19972013, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Shares Units to tendering stockholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Unit holders to withdraw Units until the Expiration Date, retain all such Shares until the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered Units upon confirmation that the Supervisor will transfer the Units, and the Purchasers do not withdrawn by intend to imply that the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Units as offered herein. For a description of Purchaser's right Further, by tendering your Units, you are agreeing to extend arbitrate any disputes that may arise between you and the period of time during which Purchasers or the Offer is openDepositary, to subject yourself to personal jurisdiction in California, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayApril 13, June 9, 19972012, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the OfferOffer (including, Purchaser if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares which are validly tendered prior to the Expiration Date and not properly withdrawn in accordance with as permitted under Section 4. The term "Expiration Date" means 12:00 midnight4—“Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur immediately following the expiration of the Offer (which is expected to be on February 24, 2014 at midnight (New York City time, on Monday, June 9, 1997, ) unless and until Purchaser, subject we extend the Offer pursuant to the terms of the Merger Agreement, shall have extended is referred to as the period of “Acceptance Time.” The time during which scheduled for payment for the Offer is open, in which event the term "Expiration Date" shall refer Shares accepted for payment pursuant to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms conditions to the Offer is referred to as the “Offer Closing” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the satisfaction of the Minimum Tender Condition (as defined below), the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15—“Certain Conditions of the Offer.” The Expiration Date may be extended in certain circumstances, including that (i) if, at the then-scheduled Expiration Date, the Minimum Tender Condition has been satisfied but any other condition to the Offer is not satisfied or waived, then the Purchaser must extend the Offer for one or more successive increments of ten (10) business days each; and (ii) if, as of the then-scheduled Expiration Date, the Minimum Tender Condition shall not have been satisfied, then the Purchaser may and, if requested by AMPAC, the Purchaser shall, extend the Offer beyond the then-scheduled Expiration Date for one or more successive increments of five (5) business days each; and (iii) if (A) all of the Conditions conditions to the Offer have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Expiration Date, but subject to the satisfaction or waiver of such conditions) and (B) the Debt Financing (as defined in Section 16below) are has not satisfied on actually been received by the initial Purchaser as of the then-scheduled Expiration Date, and then the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall have the right in its sole discretion to extend (and re- extend) the Offer beyond any then-scheduled Expiration Date for one or more consecutive increments of up to provide time five (5) business days each, the length of each such period to satisfy be determined by the Parent in its sole discretion (or such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, longer period as Parent and AMPAC may mutually agree); provided, however, if in the case of each of clauses (i) through (iii) above, that the Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15may, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated required to, extend the Offer beyond April 9, 2014 (as may be extended pursuant to the Merger Agreement the “Walk-Away Date”). In addition, the Purchaser shall, without the written consent of AMPAC, extend and re-extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, any rule or regulation of The NASDAQ Global Market, or any other applicable Law, in each case, applicable to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms applicable rules and regulations of the Merger AgreementSEC, Purchaser expressly reserves the right to amend waive, in whole or in part, any condition to the Offer or modify the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without Offer; provided, however, that, without the consent of AMPAC, Purchaser shall not (i) reduce the CompanyOffer Price, however, no amendment may be made which (xii) decreases the price per Share or changes change the form of consideration payable in the OfferOffer , (yiii) decreases reduce the number of Shares sought, or (z) imposes additional conditions sought to the Offer or amends any other term of the Offer be purchased in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether amend or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5modify any

Terms of the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser the Purchasers will accept for payment and pay for all Shares which are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 44 of this Offer to Purchase. The term "“Expiration Date" means 12:00 midnight” shall mean 11:59 p.m., New York City timePacific Time, on MondayAugust 14, June 9, 19972014, unless and until Purchaser, subject to the terms of the Merger Agreement, Purchasers shall have extended the period of time during for which the Offer is open, in which event the term "“Expiration Date" ” shall refer to mean the latest time and date at on which the Offer, as so extended by Purchaserthe Purchasers, shall expire. Pursuant to The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the Merger Agreement, and subject to the terms and conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), if in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if any or all of the Conditions such conditions have not been satisfied on any Expiration Date of or waived, the Offer and Purchasers reserve the Merger Agreement has not been terminated in accordance with its terms, Purchaser may right (but shall not be obligated obligated) to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering stockholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to withdrawal rights as set forth in Section 4the right of Shareholders to withdraw Shares until the Expiration Date, retain all such the Shares until that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer as so extendedOffer, (iii) waive such Condition andif all conditions are either satisfied or waived, subject to any requirement to extend the period of time during which the Offer is open, purchase Purchasers will promptly pay for all Shares validly tendered and not withdrawn by Shares upon our receipt of confirmation from the Expiration Date or (iv) delay acceptance for payment of (whether or not REIT that the Shares have theretofore been accepted for payment)transferred, or payment for, any Shares tendered and the Purchasers do not withdrawn, subject intend to applicable law, until satisfaction or waiver imply that the foregoing rights of the Conditions Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the OfferPurchasers from purchasing tendered Shares as offered herein. For Further, by tendering your Units, you agree to resolve any disputes that may arise between you and the Purchasers or the Depositary without a description of Purchaser's right jury trial, to extend the period of time during which the Offer is opensubject yourself to personal jurisdiction in King County, Washington, and to amend, delay or terminate that the Offer, see Section 15. Any extension, amendment or termination prevailing party in any such action will be followed as promptly as practicable entitled to recover attorney fees and costs. However, by public announcement thereofso doing, the announcement in the case you are not waiving any of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) your rights under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules federal securities laws or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5rule or regulation thereunder.

Terms of the Offer. Upon The Offer is conditioned on at least 90% of the terms ADSs and subject Ordinary Shares being validly tendered and not withdrawn under the Offer prior to the conditions expiration of the Offer, Purchaser will accept for payment and pay for all Shares which are validly tendered prior . Subject to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the terms rules of the Merger AgreementSEC, shall have extended the Offeror reserves the right (but is not obligated) at any time and from time to time to extend the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer open or to the latest time and date at which amend the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment the extension to the Depositary. Without , the consent Luxembourg Receiving Agent and the Information Agent and by making a public announcement of the Companyextension, howeveras described below. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED ADSS OR ORDINARY SHARES, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of SharesWHETHER OR NOT THE OFFER IS EXTENDED. The Offer is subject to certain Conditions set forth in Section 16conditioned on, including among other things, satisfaction of the Minimum Condition that Shares which represent at least 90% of the outstanding Shares are validly tendered and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied validly withdrawn prior to the expiration Expiration Time of the Offer, Purchaser may, . The Offer is also subject to the terms certain other conditions set forth in "The Offer - Conditions of the Merger AgreementOffer." If the Minimum Condition or any of the other conditions referred to in "The Offer - Conditions of the Offer" are not satisfied or any of the events specified in "The Offer - Conditions of the Offer" have occurred or are determined by the Offeror to have occurred prior to the Expiration Time, the Offeror reserves the right (but is not obligated) to (i) decline to purchase any of the Shares tendered in the Offer and terminate the Offer Offer, and return all tendered Shares to the tendering stockholders, Holders or (ii) extend waive or amend any or all conditions to the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration extent permitted by applicable law and applicable rules and regulations of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is openSEC, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not validly withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination of the Offer will be followed as promptly as practicable by a public announcement thereof, the announcement in announcement. In the case of an extension to extension, the announcement will be issued no later than 9:00 a.m., New York City time, on the next New York business day after the previously scheduled Expiration Date Time. Superior Navigation will make any public announcement by a press release through PR Newswire. "New York business day" means any day, other than Saturday, Sunday or a US federal holiday. Subject to the rights of holders to withdraw tendered ADSs or Ordinary Shares before the Expiration Time, the Offeror also reserves the right to retain until the Expiration Time, all ADSs and Ordinary Shares that have been tendered during the period or periods for which the Offer is extended. During any such extension, all ADSs and Ordinary Shares previously tendered and not withdrawn will remain subject to the terms and conditions of the Offer, subject to the rights of a tendering holder to withdraw any tendered ADSs or Ordinary Shares before the Expiration Time. See "The Offer - Withdrawal Rights" in accordance with Rules 14d-4(c)this Offer. If the Offeror materially changes the terms of the Offer or the information concerning the Offer, 14d- 6(d) the Offeror will disseminate additional tender offer materials and 14e-1(d) under extend the Securities Offer to the extent required by the Exchange Act Act. If the Offeror should before the Expiration Time increase the consideration offered in the Offer, the increase will be applicable to all Shares accepted pursuant to the Offer. If the Offer is scheduled to expire earlier than the tenth business day from and including the date notice of 1934any increase is first published, as amended sent or given to holders of Shares, the Offer will be extended at least until the expiration of the tenth business day. The Offeror, subject to certain conditions, may make available a subsequent offering period (the "Exchange ActSubsequent Offering Period")) by extending the Offer immediately upon expiration of the original Offer period on one occasion for a period of not less than three and not more than 20 business days. Without limiting If the obligation Offeror commences a Subsequent Offering Period, the Offeror may accept immediately for payment all tenders of Purchaser under such rules or Shares during the manner in which Purchaser may choose Subsequent Offering Period and to make any public announcementpay promptly for all Shares so tendered, Purchaser currently intends to make announcements by issuing a release to at the Dow Xxxxx News Service. 5same $5.00 per Share with the Offer.