Common use of Terms of the Offer Clause in Contracts

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the events set forth in Section 1.02 hereof (the “Tender Offer Conditions”) shall have occurred and be continuing, as promptly as reasonably practicable following the receipt of the approval of shareholders of this Agreement described in Section 4.07, but in no event later than 10 business days after the public announcement of the receipt of such approval, the Company shall (i) commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”), (ii) upon commencement of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. The obligation of the Company to accept for payment and pay for any Company Common Stock tendered pursuant to the Offer will be subject to the satisfaction, or waiver by the Company, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement of the Offer (the “Expiration Time”), unless the Company shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5) under the Exchange Act. The Parent agrees that no Company Common Stock held by the Parent will be tendered in the Offer. If the payment for tendered Company Common Stock is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable.

Terms of the Offer. Provided that this Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will, immediately following the Expiration Time, accept for payment all Shares validly tendered prior to the Expiration Time and not properly withdrawn as permitted under Section 4—"Withdrawal Rights.". Purchaser will pay for all Shares accepted for payment as soon as practicable on the business day immediately following the date on which the Offer expires. The Offer is made only for Shares. Subject to the immediately following sentence, the Offer is not made for any Options, SARs, Restricted Stock, RSUs or Performance Awards. However, you may tender Shares purchased prior to the Expiration Time following the exercise of vested Options or SARs and Shares obtained prior to the Expiration Time from the vesting of Restricted Stock, RSUs or Performance Awards. The time of acceptance for payment of Shares, which pursuant to and subject to the conditions of the Offer shall occur immediately following the expiration of the Offer (which is expected to occur at 11:59 p.m., New York City time, on December 2, 2013, unless Purchaser extends the Offer pursuant to the terms of the Merger Agreement), is referred to as the "Acceptance Time." The time at which sufficient funds for the payment of Shares pursuant to and subject to the conditions of the Offer and the Merger Agreement are deposited with the Paying Agent is referred to as the "Offer Closing." 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 absence of the termination of the Merger Agreement in accordance with its terms and satisfaction of the Minimum Tender Condition and the governmental authority condition and the other conditions described in Section 15—"Certain Conditions of the Offer." If, at the initial Expiration Time or any later then-scheduled Expiration Time, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as Purchaser and the Company may agree) until the condition has been satisfied or waived. If, at the initial Expiration Time or any later then-scheduled Expiration Time, all conditions to the Offer (other than the Minimum Tender Condition) have been satisfied or waived and the Minimum Tender Condition shall not have been terminated satisfied, Purchaser may and, if requested by the Company, must extend the Offer in accordance with Article IX increments of five business days; provided, however, that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by the Company. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond December 20, 2013 (the "Termination Date"). Subject to the applicable rules and none regulations of the events set forth in Section 1.02 hereof Securities and Exchange Commission (the “"SEC"), Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that without the consent of the Company, Purchaser cannot (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the conditions to the Offer Conditions”or amend, modify or supplement any conditions to the Offer in any manner adverse to any holder of Shares, (v) shall have occurred and except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the Expiration Time of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of Shares or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be continuing, followed as promptly as reasonably practicable following by public announcement thereof, and such announcement in the receipt case of the approval of shareholders of this Agreement described in Section 4.07, but in an extension will be made no event later than 10 9:00 a.m., New York City time, on the next business days day after the previously scheduled Expiration Time. Without limiting the manner in which Purchaser may choose to make any public announcement announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filings with the SEC. If Purchaser extends the Offer, is delayed in its acceptance for payment of or payment for Shares or is unable to accept Shares for payment pursuant to the receipt of such approvalOffer for any reason, then, without prejudice to Purchaser's or Parent's rights under the Offer and the Merger Agreement, the Company shall (iDepositary may retain tendered Shares on Purchaser's 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, Purchaser's ability to delay the payment for Shares that Purchaser has accepted for payment is limited by Rule 14e-1(c) commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”"), (ii) upon commencement which requires Purchaser 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, file Schedule TO and by the terms of the Merger Agreement, which require Purchaser to pay for all other necessary documents with Shares accepted for payment as soon as practicable on the Securities business day immediately following the date on which the Offer expires. If Purchaser or Parent makes a material change in the terms of the Offer or the information concerning the Offer or if Purchaser or Parent waive a material condition of the Offer, Purchaser will disseminate additional tender offer materials and Exchange Commission (extend the “SEC”Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and make 14e-1 under the Exchange Act. The 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. Purchaser understands 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 then-scheduled Expiration Time equals or exceeds the minimum extension period that would be required because of such amendment. If, on or before the Expiration Time, Purchaser increases the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all deliveriesstockholders whose Shares are purchased in the Offer, mailings and telephonic notices required by whether or not such Shares were tendered before the applicable rules announcement of the increase in consideration. Purchaser is not permitted to provide a "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act in connection with for the Offer (without the “Offer Documents”) consent of the Company, and (iii) use its commercially reasonable efforts Purchaser does not expect to consummate provide or seek the OfferCompany's consent for a subsequent offering period. Purchaser expressly reserves the right, subject to the terms and conditions thereof. The obligation of the Company Merger Agreement, the applicable rules and regulations of the SEC and subject to the final and non-appealable determination of a court of competent jurisdiction, 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—"Certain Conditions of the Offer." Under certain circumstances, Purchaser and pay Parent may terminate the Merger Agreement and the Offer. See Section 11—"The Merger Agreement; Other Agreements—Merger Agreement—Termination." Optical Holding Company LLC, an affiliate of Parent ("Optical Holding"), has obtained a commitment from Cerberus Business Finance, LLC (the "Lender") to provide debt financing to Purchaser (the "Debt Financing") consisting, in part, of a $140 million term loan facility (the "Term Loan") to finance a portion of the consideration payable in connection with the consummation of the Offer and the Merger. The Debt Financing also includes a $20 million revolving credit facility to finance working capital, capital expenditures, general corporate purposes of the Company and its subsidiaries after the Effective Time. It is not anticipated that the $20 million revolving credit facility will be drawn upon prior to the consummation of the Offer and the Merger. The Sponsors have collectively provided a commitment of up to $421,593,346 to Parent (the "Sponsor Financing") to fund the consideration payable to the Company's stockholders in connection with the consummation of the Offer and the Merger other than the Company Contribution (as defined below). The amount Fund IV is obligated to contribute pursuant to the Sponsor Financing will be reduced by any amount contributed to Parent pursuant to the Debt Financing and deposited by Parent with the Paying Agent (as defined below) for any Company Common Stock tendered the benefit of the holders of Shares that Purchaser becomes obligated to purchase pursuant to the Offer will be subject and for the benefit of the holders of Shares that are entitled to receive the Merger Consideration in accordance with the Merger Agreement. The Company has agreed pursuant to the satisfactionMerger Agreement to deposit $450 million (the "Company Contribution") with the Paying Agent, or waiver by for the Company, benefit of the Tender holders of Shares that Purchaser becomes obligated to purchase pursuant to the Offer Conditions. The Offer shall remain open until and for the close benefit of business on holders of Shares that are entitled to receive the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement Merger Consideration, to fund a portion of the Offer (consideration payable in connection with the “Expiration Time”), unless the Company shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to the terms consummation of the Offer and this Agreement the Merger. Parent and Purchaser anticipate that the Debt Financing, the Sponsor Financing and the satisfaction Company Contribution, along with cash on hand at the Company, will be sufficient to fund the purchase of all the Shares in the Offer, to complete the Merger, to pay holders of outstanding equity incentive awards and to pay transaction fees and expenses related to the Tender Offer Conditions as and the Merger. The Offer is not conditioned upon Purchaser's ability to finance the purchase of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn Shares pursuant to the Offer as soon as practicable after such Expiration Time Offer, including the funding of the OfferDebt Financing. Notwithstanding Immediately following the foregoing Offer Closing, Purchaser and subject Parent expect to complete the applicable rules Merger without a vote of the SEC and the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5) under the Exchange Act. The Parent agrees that no Company Common Stock held by the Parent will be tendered in the Offer. If the payment for tendered Company Common Stock is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction stockholders of the Company that such taxes either have been paid pursuant to Section 251(h) of the DGCL. The Company has provided Purchaser and Parent with the Company'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 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 not applicablelisted as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. Provided that this Upon the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we have agreed in the Merger Agreement shall to accept for payment and pay for all Shares validly tendered and not have been terminated properly withdrawn by the Expiration Date in accordance with Article IX and none of the events procedures set forth in Section 1.02 hereof 4—"Withdrawal Rights." Purchaser expressly reserves the right (but is not obligated), at any time or from time to time, in each case, prior to the “Expiration Date, to waive or to make any change in the terms and conditions of the Offer in any respect. However, pursuant to the Merger Agreement, Purchaser has agreed that it will not, without the prior written consent of Op-Tech, (1) decrease the Offer Price, (2) change the form of consideration payable in the Offer, (3) decrease the number of Shares sought in the Offer, (4) impose conditions to the Offer in addition to those set forth in Annex A of the Merger Agreement (and described below in Section 13—"Conditions of the Offer"), (5) amend or modify any of the conditions to the Offer in a manner that adversely affects the holders of Shares, (6) change or waive the Minimum Tender Offer Conditions”Condition or (7) shall have occurred extend or otherwise change the Expiration Date other than as required or permitted by the Merger Agreement. Upon the terms and be continuingsubject to the satisfaction or waiver of the conditions of the Offer, Purchaser has agreed under the Merger Agreement, as promptly as reasonably practicable following the receipt of the approval of shareholders of this Agreement described in Section 4.07Expiration Date, but in no event later than 10 business days after the public announcement of the receipt of such approval, the Company shall (i) commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”), (ii) upon commencement of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. The obligation of the Company to accept for payment and pay for any Company Common Stock Shares validly tendered pursuant and not properly withdrawn by the Expiration Date. Purchaser reserves the right (but is not obligated) under the Merger Agreement to extend the Offer for one or more periods determined by Purchaser of up to 20 business days per extension (the length of any such extension to be determined by Purchaser (or NRC on its behalf) in its sole discretion) if at any then-scheduled Expiration Date (1) the Minimum Tender Condition shall not have been satisfied (and, to the extent permitted, shall not have been waived by NRC) or (2) any of the other offer conditions described below in Section 13—"Conditions of the Offer" shall not have been satisfied (and, to the extent permitted, shall not have been waived by NRC). Purchaser is not, however, required to extend the Offer or the Expiration Date. In addition, without Op-Tech's consent, we may not extend the Offer beyond August 19, 2013, unless the failure of the offer conditions to be satisfied prior to August 19, 2013 was due to a breach by Op-Tech of the terms of the Merger Agreement. There can be no assurance that Purchaser will exercise its right to extend the Offer. During any extension of the initial offering period, all Shares previously tendered and not properly withdrawn will remain subject to the Offer will be and subject to the satisfactionwithdrawal rights. See Section 4—"Withdrawal Rights." If, or waiver by the Company, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement of the Offer (the “Expiration Time”), unless the Company shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject subject to the terms of the Offer and this Agreement and Merger Agreement, Purchaser makes a material change in the satisfaction of all terms of the Tender Offer Conditions as or the information concerning the Offer, or if it waives a material condition of any the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act or otherwise. The minimum period during which an Offer must remain open following material changes in the terms of the Offer, other than a change in price or percentage of securities sought, will depend upon the facts and circumstances, including the materiality, of the changes. In the Commission'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, if material changes are made with respect to information that approaches the significance of price and share levels, a minimum of ten business days may be required to allow for adequate dissemination and investor response. Accordingly, if prior to the Expiration Time, Date Purchaser decreases the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn number of Shares being sought or changes the consideration offered pursuant to the Offer, and if the Offer as soon as practicable after such Expiration Time is scheduled to expire at any time earlier than the 10th business day from the date that notice of that change is first published, sent or given to stockholders, the OfferOffer will be extended at least until the expiration of that 10th business day. Notwithstanding Purchaser expressly reserves the foregoing and right, in its sole discretion, subject to the applicable rules of the SEC and the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, not to accept for payment any Shares if, at the expiration of the Offer, any of the Company conditions to the Offer set forth in Section 13—"Conditions of the Offer" have not been satisfied or upon the occurrence of any of the events set forth in Section 11—"Purpose of the Offer and Plans for Op-Tech; Transaction Documents—The Merger Agreement—Termination." Under certain circumstances, NRC and Purchaser may terminate the Merger Agreement and the Offer. Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, to delay payment for Shares to the extent necessary to comply with any applicable state securities laws. See Section 15—"Certain Legal Matters; Regulatory Approvals." The reservation by Purchaser of the right to delay the acceptance of or payment for Company Common Stock in order Shares is subject to comply in whole the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or in part with applicable lawto return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer. Any such extension of the Offer, waiver, amendment of the Offer, delay shall in acceptance for payment or payment or termination of the Offer will be effected followed, as promptly as practicable, by public announcement thereof, the announcement in compliance the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rule 13e-4(f)(5the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. The Parent agrees that Without limiting the obligations of Purchaser under those rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a press release to a national news service and making any appropriate filing with the Commission. Pursuant to Rule 14d-11 under the Exchange Act, Purchaser may provide a subsequent offering period upon expiration of the initial offering period of the Offer on the Expiration Date. A subsequent offering period would be an additional period of time of not less than three business days, beginning no Company Common Stock held by later than 9:00 a.m., New York City time, on the Parent will be next business day following the expiration of the initial offering period of the Offer on the Expiration Date, during which Op-Tech stockholders may tender Shares not tendered in the Offer. If A subsequent offering period, if one is provided, is not an extension of the payment Offer, which already will have been completed. During a subsequent offering period, tendering stockholders will not have withdrawal rights, and Purchaser will promptly purchase and pay for any Shares tendered Company Common Stock is during the subsequent offering period at the same price paid in the Offer. Op-Tech has agreed to provide Purchaser with its list of stockholders, mailing labels and any available listing or computer files containing the names and addresses of record holders of Shares and lists of securities positions held in stock depositories for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be made mailed to a person record holders of Shares whose names appear on Op-Tech's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies or other than nominees whose names, or the person in names of whose name the surrendered certificate formerly evidencing such Company Common Stock is registered nominees, appear on the stock transfer books 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 the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicableShares.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none ​ Merger Sub is offering to purchase all of the events set forth in Section 1.02 hereof (the “Tender Offer Conditions”) shall have occurred and be continuing, as promptly as reasonably practicable following the receipt of the approval of shareholders of this Agreement described in Section 4.07, but in no event later than 10 business days after the public announcement of the receipt of such approval, the Company shall (i) commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) outstanding Shares at the Offer at a price per share of $29.00Price, net in cash, subject to applicable withholding taxes and without interest. On the terms and subject to the shareholders in cash (the “Offer Price”), (ii) upon commencement conditions of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (including, if the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offeris extended or amended, subject to the terms and conditions thereof. The obligation of the Company to accept for payment and pay for any Company Common Stock tendered pursuant to the Offer will be subject to the satisfaction, such extension or waiver by the Company, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement of the Offer (the “Expiration Time”amendment), unless the Company Merger Sub shall have extended the period of time for which the Offer is open pursuant (and Parent shall cause Merger Sub to), and in accordance with, this Agreement at or as may be required by applicable law, in which event promptly as practicable following the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will but in any event within one business day thereof, irrevocably accept for payment, and, at or as promptly as practicable following the date and time of the irrevocable acceptance for payment and pay for all Company Common Stock by Merger Sub of Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time of the Offer. Notwithstanding the foregoing and subject to the applicable rules conditions of the SEC Offer (the “Acceptance Time”), but in any event within two business days thereafter, pay for, all Shares that are validly tendered and not validly withdrawn (as described in Section 4 — “Withdrawal Rights”) pursuant to the Offer. The Offer is subject to the Offer Conditions set forth in Section 15 — “Conditions of the Offer,” including, but not limited to, the Antitrust Clearance Condition, No Antitrust Proceedings Condition, the Minimum Condition and the No Legal Restraint Condition (each as defined therein). Parent and Merger Sub expressly reserve the right, at any time and from time to time, to waive, in whole or in part, any of the conditions to the Offer, to make any change in the terms of or conditions to the Offer in a manner consistent with the terms of the Merger Agreement or to increase the Offer Price, except that, without the prior written consent of the Company, Parent and Merger Sub may not: • waive or modify specified Offer Conditions, including the Minimum Condition, the No Antitrust Proceedings Condition, the No Legal Restraint Condition and the Termination Condition; ​ • make any change in the terms of or conditions to the Offer that: ​ • changes the form of consideration to be paid in the Offer; ​ • decreases the Offer Price or the number of Shares sought in the Offer; ​ • extends the Offer or the Expiration Time or terminates the Offer, except as permitted or required by the Merger Agreement; ​ • imposes conditions or requirements on the Offer other than the Offer Conditions, as described in Section 15 — “Conditions to the Offer”; ​ • amends any term or condition of the Offer in any manner that would reasonably be expected to materially and adversely affect the Company stockholders (as a group and in their capacity as such) or would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer, the Company expressly reserves Merger or the right to delay payment for Company Common Stock in order to comply in whole other Transactions; or in part with applicable law. Any such delay shall be effected in compliance with ​ • provide any “subsequent offering period” within the meaning of Rule 13e-4(f)(5) 14d-11 promulgated under the Exchange Act. ​ The Parent agrees Merger Agreement contains provisions that no Company Common Stock held by govern the Parent will be tendered in circumstances under which Xxxxxx Sub is required to extend the Offer. If Specifically, the payment Merger Agreement provides that: TABLE OF CONTENTS • Merger Sub shall extend the Offer for tendered Company Common Stock the minimum period required by any law or order or any rule, regulation, interpretation or position of the SEC or its staff or NYSE or its staff, in each case, as applicable to the Offer, the Schedule 14D-9 or the Offer Documents; ​ • if, as of any then-scheduled Expiration Time, any Offer Condition (as defined below in Section 15 — “Conditions of the Offer”) is to be made to a person other than not satisfied and has not been waived by Parent or Merger Sub (if permitted by the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books of Merger Agreement), Merger Sub may (and, if requested by the Company, it Merger Sub shall and Parent shall cause Merger Sub to) extend the Offer for one or more successive extension periods of up to ten business days each (or any longer period as may be a condition of payment that agreed in writing by Parent and the certificate so surrendered shall be endorsed properly or otherwise be Company) in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore order to a person other than the registered holder of the certificate surrendered, or shall have established to permit the satisfaction of all of the Company that such taxes either have been paid conditions to the Offer; however, if the sole then-unsatisfied condition to the Offer is the Minimum Condition, Merger Sub may (and, if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for one or are more successive extension periods of ten business days each (or any longer period as may be agreed in writing by Parent and the Company), but Merger Sub shall not applicable.be required to extend the Offer for more than two occasions in consecutive periods of ten business days, but may, in its sole discretion, elect to do so; and ​ • neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless the Merger Agreement is validly terminated, in which case Merger Sub shall (and Parent shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one business day) after termination of the Merger Agreement. ​

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the events set forth in Section 1.02 hereof Annex I hereto (the “"Tender Offer Conditions”") shall have occurred and be continuing, as promptly as reasonably practicable following the receipt of the approval of shareholders execution of this Agreement described in Section 4.07Agreement, but in no event later than 10 business days after the public announcement of the receipt of such approvalexecution hereof, the Company Purchaser shall (i) commence (within the meaning of the applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the “rules and regulations promulgated thereunder, the "Exchange Act”")) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”), (ii) upon commencement of the OfferOffer but after affording the Company and its counsel a reasonable opportunity to review and comment thereon, file a Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “"SEC”") and make all deliveries, mailings and telephonic notices required by the applicable rules Rule 14d-3 under the Exchange Act Act, in each case in connection with the Offer (the “"Offer Documents”") and (iii) use its commercially reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. The obligation of the Company Purchaser to accept for payment and or pay for any Company Common Stock Shares tendered pursuant to the Offer will be subject to the satisfaction, or waiver by the CompanyPurchaser, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by such term is defined in Rule 13e-4 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer (the “"Expiration Time”Date"), unless the Company Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable lawLaw, in which event the term “"Expiration Time” Date" shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that the Purchaser may provide a subsequent offering period after the Expiration Date, in accordance with and subject to the requirements of Rule 14d-11 under the Exchange Act. Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration TimeDate, the Company Purchaser will accept for payment and pay for all Company Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time Date of the OfferOffer and will accept for payment and pay for all Shares validly tendered pursuant to the Offer as such Shares are tendered during any subsequent offering period. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company Purchaser expressly reserves the right to delay payment for Company Common Stock Shares in order to comply in whole or in part with applicable lawLaws. Any such delay shall be effected in compliance with Rule 13e-4(f)(514e-1(c) under the Exchange Act. The Parent Company agrees that no Company Common Stock Shares held by the Parent Company will be tendered in the Offer. If the payment for tendered Company Common Stock Shares is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore therefor to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company Purchaser that such taxes either have been paid or are not applicable.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance (a) Merger Sub will publicly announce the Offer on May 22, 2014, make applicable filings with Article IX and none of the events set forth in Section 1.02 hereof Taiwan Financial Supervisory Commission (the “Tender "FSC") for the Offer Conditions”) shall have occurred by May 23, 2014, and be continuingcommence the Offer on May 26, as promptly as reasonably practicable following the receipt of the approval of shareholders of this Agreement described 2014. It being understood that Merger Sub's success in Section 4.07, but in no event later than 10 business days after the public announcement of the receipt of such approval, the Company shall efforts requires (i) commence (within the meaning tendering of Shares by the shareholders of the applicable rules under Company in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”), Offer; (ii) upon commencement of cooperation from the OfferSellers, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts the convocation of a Board meeting by the Company pursuant to consummate Section 2.4(a) hereof; and (iv) any other conditions that are permissible under applicable Laws of the Offer, subject to the ROC. The terms and conditions thereof. The obligation of the Company to accept for payment and pay for any Company Common Stock tendered pursuant to Offer are set out in the Offer will be subject to the satisfaction, or waiver by the Company, of the Tender Offer ConditionsProspectus. The Offer price per Share is NT$143 (the "Offer Price"). (b) The initial expiration of the Offer shall remain open until the close of business be on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) 50th day after the commencement of the Offer (the “Expiration Time”), unless the Company shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extendedit may be extended pursuant to Section 2.1(c) below, may expireshall be referred to as the "Offer Period"). Subject If Merger Sub was ordered by the FSC to amend the terms of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time of the Offer. Notwithstanding the foregoing and subject according to the applicable rules Law, Merger Sub shall promptly do so, subject to seeking the relief described in Section 8.1(c), and re-submit the Offer Documents and make public announcement of the SEC same, the Offer Period should be re-started to count from the date Merger Sub re-submits the Offer Documents and makes the terms and conditions public announcement. (c) As a condition for consummation of the Offer, the Company expressly reserves minimum number of the right Shares tendered shall not be less than 27,300,429 (the "Minimum Shares"). If during the Offer Period any of the conditions of the Offer shall have not been satisfied or waived by Merger Sub (if permitted hereunder), subject to delay payment seeking the relief described in Section 8.1(c), Merger Sub shall extend the Offer for Company Common Stock in order an additional 30 days or such shorter period as permitted by applicable Law. So long as the Minimum Shares is tendered within the Offer Period and all conditions of the Offer have been satisfied or waived by Merger Sub (if permitted hereunder), the closing of the Offer (the "TO Closing" and the date of TO Closing, the " TO Closing Date") will take place within seven (7) Business Days after the expiration of the Offer Period. (d) On or before the date of commencement of the Offer, Merger Sub shall (i) file with the FSC the documents relating to comply in whole the Offer as required by applicable Law or in part with the FSC, which shall contain the Prospectus and forms of the related letters of transmittal, public announcement and other ancillary documents and instruments required by applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5) under Law pursuant to which the Exchange Act. The Parent agrees that no Company Common Stock held by the Parent Offer will be tendered made, each in substantially the Offer. If form attached hereto as Exhibit B (collectively with any supplements, amendments and exhibits thereto, and all deliveries, mailings and notices required by applicable Law, the payment for tendered Company Common Stock is "Offer Documents") and (ii) cause the Offer Documents to be made disseminated to a person other than the person in whose name holders of Shares and/or be posted to the surrendered certificate formerly evidencing such Company Common Stock is registered on Market Observation Post System to the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes extent required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicableapplicable Law.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none Purchaser is offering to purchase all of the events set forth in Section 1.02 hereof issued and outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the Offer (including, if the “Tender Offer Conditions”) shall have occurred is extended or amended, the terms and be continuingconditions of such extension or amendment), we will accept for payment and, as promptly as reasonably practicable following after the receipt Expiration Date, pay for all Shares (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 12:00 midnight, Eastern Time, at the end of the approval of shareholders of this Agreement Expiration Date and not validly withdrawn as described in Section 4.074 – “Withdrawal Rights.” The Offer is conditioned upon, but in no event later than 10 business days after among other things, the public announcement satisfaction of the receipt Minimum Condition and the other conditions described in Section 15 – “Conditions of such approval, the Company shall Offer.” The Merger Agreement provides that (i) commence (within the meaning if, as of the applicable rules under the Securities Exchange Act of 1934scheduled Expiration Date, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”), (ii) upon commencement any of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts conditions to consummate the Offer, subject to the terms and conditions thereof. The Purchaser’s obligation of the Company to accept for payment and pay for any Company Common Stock Shares validly tendered (and not withdrawn) pursuant to the Offer will be subject set forth in Exhibit B to the satisfactionMerger Agreement (collectively, or waiver by the Company, of the Tender “Offer Conditions. The ”) is not satisfied and has not been waived, Purchaser shall extend the Offer shall remain open until the close on one or more occasions, for an additional period of business on the date up to 20 Business Days per extension, to permit such Offer Condition to be satisfied; provided, however, that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement if at any scheduled Expiration Date, each of the Offer Conditions (other than the “Minimum Condition) set forth in clauses (a) through (j) of Exhibit B to the Merger Agreement is satisfied or has been waived and the Minimum Condition is not satisfied, Purchaser shall not be required to (but shall, in its sole discretion, be entitled to) extend the Offer for more than 20 Business Days beyond such scheduled Expiration Time”), unless Date; and (ii) Purchaser shall extend the Company shall have extended the period of Offer from time to time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be any period required by any rule or regulation of the SEC applicable law, in which event the term “Expiration Time” shall mean the latest time and date as to the Offer, but, with respect to clauses (i) and (ii), in no event beyond the End Date. The “End Date” means January 28, 2017, as so extendedit 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 NetSuite as authorized by the Transactions Committee: (i) the Minimum Condition may expire. Subject not be amended or waived; and (ii) no change may be made to the terms Offer that: (a) changes the form of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn consideration to be delivered by Purchaser pursuant to the Offer as soon as practicable after such Expiration Time Offer; Table of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5) under the Exchange Act. The Parent agrees that no Company Common Stock held by the Parent will be tendered in the Offer. If the payment for tendered Company Common Stock is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable.Contents

Terms of the Offer. Provided that this Agreement shall Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will purchase all Shares validly tendered and not have been terminated properly withdrawn in accordance with Article IX and none of the events procedures set forth in Section 1.02 hereof (3—"Procedures for Accepting the “Tender Offer Conditions”) shall have occurred and be continuing, as promptly as reasonably practicable following the receipt of the approval of shareholders Tendering Shares" of this Agreement described in Section 4.07Offer to Purchase, but in no event later than 10 business days after the public announcement of the receipt of such approval, the Company shall (i) commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net on or prior to the shareholders in cash (the “Offer Price”), (ii) upon commencement of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereofExpiration Date. The obligation of the Company to accept for payment and pay for any Company Common Stock tendered pursuant to the Offer will be subject to the satisfaction"Expiration Date" is 5:00 P.M., or waiver by the CompanyNew York City time, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement of the Offer (the “Expiration Time”)November 9, 2017, unless the Company shall have extended the period of time for which the Offer is open extended pursuant to, to and in accordance with, this Agreement or as may be required by applicable lawwith the terms of the Merger Agreement, in which event the term “"Expiration Time” shall Date" will mean the latest time and date as at which the Offer, as so extended, may will expire. Subject The Merger Agreement provides that, unless the Offer is terminated in accordance with the Merger Agreement, Purchaser will extend the Offer for one (1) or more successive periods of ten (10) business days each if at the otherwise-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 other than the Minimum Condition are not satisfied or, where permitted by applicable law, waived by us or Parent in order to permit the satisfaction of such conditions. The Merger Agreement also provides that, unless the Offer is terminated in accordance with the Merger Agreement, (i) Purchaser may extend the Offer for one (1) or more successive periods of ten (10) business days each or (ii) Exa may, in its sole discretion, request that Purchaser extend the Offer for up to two (2) periods of ten (10) business days each if at the otherwise-scheduled Expiration Date the Minimum Condition is not satisfied or, where permitted by applicable law, waived by Parent or Purchaser, and Parent or Purchaser is not otherwise obligated to extend the Offer. The Merger Agreement provides that Purchaser will also extend the Offer for any period required by applicable law or applicable rule, regulation, interpretation or position of the SEC or its staff or any of the rules and regulations, including listing standards, of NASDAQ or any other United States national securities exchange registered under the Exchange Act, on which the Shares are then traded. In no event will Purchaser be required to extend the Offer beyond the earlier to occur of (a) the date the Merger Agreement is terminated in accordance with its terms or (b) April 27, 2018. Under no circumstances will interest be paid on the Offer Price for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in paying for the Shares. There is no financing condition to the Offer. The Offer is conditioned upon, 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 Material Adverse Effect Condition. Consummation of the Offer is also conditioned upon the satisfaction or, to the 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 waives any condition set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to stockholders of Exa, require that the Offer remain open for an additional period of time and that Dassault Systèmes, Parent 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. Parent and Purchaser reserve the right to increase the Offer Price, waive (to the extent permitted by the terms of the Offer and this Merger Agreement and the satisfaction of all of the Tender Offer Conditions as of or applicable law), in its sole discretion, in whole or in part, any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant condition to the Offer as soon as practicable after such Expiration Time of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and or make any other changes in the terms and conditions of the Offer, except, unless otherwise contemplated by the Company expressly Merger Agreement or as previously approved by Exa 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; • add any condition to the Offer not set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase; • amend or modify 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 in a manner adverse to the holders of Shares; • waive the Regulatory Approval Condition or the Governmental Authority Condition; • extend the Offer in a manner other than pursuant to and in accordance with the Merger Agreement; • otherwise amend the Offer in any manner materially adverse to the holders of Shares; or • provide for a "subsequent offering period" (or any extension thereof) in accordance with Rule 14d-11 promulgated under the Exchange Act. If, prior to the Expiration Date, Purchaser increases the Offer Price offered to stockholders of Exa in the Offer, Purchaser will pay the increased price to all stockholders of Exa 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 right preceding paragraph are in addition to its rights described in 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 Company Common Stock the Shares tendered in order 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 comply 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 whole or in part accordance with applicable law. Any such delay shall be effected in compliance with the public announcement requirements of Rule 13e-4(f)(514e-1(d) under 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 stockholders in a manner reasonably designed to inform them of such changes), and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser will have no obligation to 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 Offer, subject to the rights of a tendering stockholder to withdraw such stockholder'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 stockholders, 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 stockholders. 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 stockholders of Exa, 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. Exa has provided Parent agrees that no Company Common Stock held by and Purchaser with its stockholder lists and security position listings for the Parent purpose of disseminating the Offer to stockholders of Exa. This Offer to Purchase, the related Letter of Transmittal and other relevant materials will be tendered in the Offer. If the payment for tendered Company Common Stock is mailed to record holders of Shares, and will be made furnished to a person brokers, dealers, commercial banks, trust companies or other than the person in nominees whose name the surrendered certificate formerly evidencing such Company Common Stock is registered names appear on the stock transfer books 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 the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicableShares.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the events set forth in Section 1.02 hereof (the “Tender Offer Conditions”) shall have occurred and be continuing, as As promptly as reasonably practicable following after the receipt of the approval of shareholders date of this Agreement described in Section 4.07Agreement, but in no event later than 10 five business days after following the public announcement of the receipt execution of such approvalthis Agreement, Merger Sub shall commence the Company shall (i) commence (Offer within the meaning of the applicable rules under the Securities Exchange Act and regulations of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”), (ii) upon commencement of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “"SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof"). The obligation obligations of the Company Merger Sub to accept for payment payment, and pay for for, any shares of Company Common Stock tendered pursuant to the Offer will be are subject only to the satisfaction, or waiver by the Company, conditions set forth in EXHIBIT A. The initial expiration date of the Tender Offer Conditions. The Offer shall remain open until be the close of 20th business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the “Expiration Time”Securities Exchange Act of 1934 (the "EXCHANGE ACT"), unless ). Merger Sub expressly reserves the Company shall have extended the period of time for which right to waive any condition to the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to modify the terms of the Offer, except that, without the prior written consent of the Special Committee, Merger Sub shall not (i) waive the Minimum Condition (as defined in EXHIBIT A hereof), (ii) reduce the price per share of Company Common Stock or change the form of consideration to be paid pursuant to the Offer, (iii) decrease the number of shares sought pursuant to the Offer, (iv) add to the conditions set forth in EXHIBIT A or modify any condition set forth in EXHIBIT A in any manner adverse to the holders of Company Common Stock or (v) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and this Agreement and the satisfaction of all (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 of the Tender SEC, of not less than three nor greater than 20 business days PROVIDED, HOWEVER, that Merger Sub shall extend the Offer Conditions following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions of any Expiration Timethe Offer set forth in EXHIBIT A but in no event shall Merger Sub be required to extend the Offer later than October 31, 2000. On the Company will accept for payment terms and subject only to the conditions of the Offer set forth in EXHIBIT A, Merger Sub shall pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after such Expiration Time the expiration of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5) under the Exchange Act. The Parent agrees that no Company Common Stock held by the Parent will be tendered in the Offer. If the payment for tendered Company Common Stock is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable.

Terms of the Offer. Provided that this Agreement shall not have been terminated On the terms and subject to the prior satisfaction or waiver of the Offer Conditions, including the Minimum Condition (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares validly tendered in accordance with Article IX and none of the events procedures set forth in Section 1.02 hereof 3 — “Procedures for Tendering Shares” and not properly withdrawn prior to the Expiration Date in accordance with the procedures set forth in Section 4 — “Withdrawal Rights.” We expressly reserve the right to waive any of the Offer Conditions and to make any change in the terms of or conditions to the Offer permitted by law. However, we have agreed in the Merger Agreement that we will not, without the prior written consent of Relypsa, (a) waive the “Tender Minimum Condition, the Antitrust Condition or the Restraints Condition, or (b) make any change to the terms or conditions of the Offer that: • changes the form of consideration payable in the Offer, • decreases the Offer Price or the number of Shares sought in the Offer, other than as required by the Merger Agreement, • extends the Offer or Expiration Date, except as required or permitted by the Merger Agreement, • imposes conditions to the Offer other than those set forth in the Merger Agreement, • modifies the other Offer Conditions”) shall have occurred and be continuing, as promptly as reasonably practicable following the receipt or • otherwise amends any other term or condition of the approval of shareholders of this Agreement described Offer in Section 4.07, but in no event later than 10 business days after the public announcement of the receipt of such approval, the Company shall (i) commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net any manner adverse to the shareholders in cash (the “Offer Price”), (ii) upon commencement holders of Shares. Any extension or amendment of the Offer, file Schedule TO and all other necessary documents waiver of a condition of the Offer, delay in acceptance for payment, payment, 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 issued not later than 9:00 a.m., New York time, on the next business day after the previously scheduled Expiration Date in accordance with the Securities and Exchange Commission (the “SEC”requirements of Rules 14d-4(d), 14d-6(c) and make all deliveries, mailings and telephonic notices required by the applicable rules l4e-1(d) under the Exchange Act Act. Without limiting our obligation under such rules or the manner in connection which we may choose to make any public announcement, we currently intend to make announcements by issuing a press release to the NASDAQ OMX (or such other national media outlet or outlets as we deem prudent) and by making any appropriate filing with the Offer (SEC. On the “Offer Documents”) terms and (iii) use its commercially reasonable efforts subject to consummate the conditions of the Offer, subject to promptly following the terms and conditions thereof. The obligation of the Company Expiration Date, we will be required to accept for payment and pay for any Company Common Stock Shares validly tendered pursuant and not properly withdrawn. Pursuant to the Merger Agreement, we are required, unless the Merger Agreement has been terminated in accordance with its terms: • to extend the Offer for the minimum period required by any law or order, or any rule, regulation, interpretation or position of the SEC or its staff or the NASDAQ, in any such case that is applicable to the Offer, • in the event that any of the Offer Conditions (other than the Minimum Condition) are not satisfied or waived (if permitted under the Merger Agreement) as of the Expiration Date, to extend the Offer for successive extension periods of up to ten business days each (or any longer period as may be approved in advance by Relypsa) in order to permit the satisfaction of all of such Offer Conditions, and Table of Contents • in the event that all of the Offer Conditions have been satisfied or waived (if permitted under the Merger Agreement), but the Minimum Condition has not been satisfied, as of the Expiration Date, to extend the Offer for an extension period of ten business days (or any longer period as may be approved in advance by Relypsa), on no more than two occasions (provided that we may, but are not required to, extend the Offer for additional periods in our sole discretion). During any extension of the initial offering period, all Shares previously tendered and not properly withdrawn will be remain subject to the satisfaction, or waiver by the Company, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement of the Offer (the “Expiration Time”), unless the Company shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expiresubject to any withdrawal rights. Subject to See Section 4 — “Withdrawal Rights.” If we make a material change in the terms of the Offer and this Agreement and or the satisfaction of all of information concerning the Tender Offer Conditions as of any Expiration TimeOffer, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time 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), 14d-6(c) and l4e-1(d) under the Exchange Act, or otherwise. Notwithstanding The minimum period during which a tender offer must remain open following material changes in the foregoing terms of the tender offer or the information concerning the tender offer, other than a change in price or a change in the percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of any such change. A tender offer should remain open for a minimum of five business days from the date a material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage or securities sought, a minimum of ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. The Merger Agreement does not contemplate a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the applicable rules of the SEC and the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, to not accept for payment or pay for any Shares validly tendered and not properly withdrawn if, at the Expiration Date any of the Offer Conditions have not been satisfied or waived. See Section 13 — “Conditions of the Offer.” Under certain other circumstances, we may terminate the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5) under the Exchange Act. The Parent agrees that no Company Common Stock held by the Parent will be tendered in Merger Agreement and the Offer. If the payment for tendered Company Common Stock is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books See Section 11 — “Purpose of the Company, it shall be a condition of payment that Offer and Plans for Relypsa; Merger Agreement and Other Agreements — The Merger Agreement — Termination.” As soon as practicable after the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason consummation of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will complete the Merger without a vote of the Company that such taxes either have been paid stockholders of Relypsa in accordance with Section 251(h) of the DGCL. Relypsa has agreed to provide us with its list of stockholders 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, the related Letter of Transmittal and other related materials will be mailed to record holders of Shares whose names appear on the stockholder list of Relypsa and will be furnished 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 not applicablelisted as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the events set forth in Section 1.02 hereof (the “Tender Offer Conditions”a) shall have occurred and be continuing, as As promptly as reasonably practicable following the receipt of the approval of shareholders of this Agreement described in Section 4.07, (but in no event later than 10 15 business days after the public announcement of the receipt execution of such approvalthis agreement), the Company shall (i) commence (within the meaning of the applicable rules Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) the Offer for all of the Company's outstanding shares of Common Stock at a price per share of $29.0040.25 per share, net to the shareholders seller in cash cash, subject to the conditions referred to below, and shall consummate the Offer in accordance with its terms. The Offer shall be made by means of an offer to purchase (the “"Offer Price”)to Purchase") containing the terms set forth in this agreement, (ii) upon commencement and the Company shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, file Schedule TO accept for payment and all pay for shares tendered as soon as it is legally permitted to do so under applicable law. The price per share referred to in this Section 1.1(a), or such other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act price per share as may be paid in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer, subject is referred to in this agreement as the terms "Offer Price" and conditions thereof. the date on which the Company consummates the purchase of the shares in the Offer is referred to in this agreement as the "Offer Closing Date". (b) The obligation obligations of the Company to accept for payment and to pay for any Company Common Stock shares tendered pursuant prior to the Offer will be subject to the satisfaction, or waiver by the Company, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement expiration of the Offer shall be subject only to (i) the “Expiration Time”), unless the Company condition that there shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant prior to the Offer as soon as practicable after such Expiration Time expiration of the Offer. Notwithstanding Offer at least 1,600,000 shares of Common Stock (the foregoing and subject "Minimum Condition"), (ii) there being available to the applicable rules Company the funds required to consummate the purchase of the SEC shares in the Offer from the proceeds of the Stock Purchase and the Bank Financing (each as defined below) and (iii) the other conditions set forth in Annex A. The Company shall amend, modify or waive the terms and conditions of the OfferOffer only upon the request of, and in the manner requested by, Parent or the Sub, provided that the Company shall not be -------- required to amend or waive the Minimum Condition, decrease the Offer Price or the number of shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the shares; provided, however, that if on the initial scheduled expiration date of the Offer (which shall be 20 business days after the date the Offer is commenced), all conditions to the Offer shall not have been satisfied or waived, the Company expressly reserves may and shall, if requested by Parent or the right Sub, extend the expiration date; provided, further, however, any extension beyond 10 business days shall require the approval of the Company and the Parent. (c) As soon as practicable on the date the Offer is commenced, the Company shall file with the United States Securities and Exchange Commission (the "SEC") an Issuer Tender Offer Statement on Schedule 13E-4 with respect to delay payment for the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 13E-4"). The Schedule 13E-4 shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and summary advertisement, the information required by Section 14(f) of the Exchange Act, and any disclosure required by Rule 13e-3 under the Exchange Act which is permitted to be included in the Schedule 13E-4 (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Company Common Stock shall also file with the SEC, if necessary, a Rule 13e-3 Transaction Statement (together with the Offer Documents, the "SEC Filings"). The SEC Filings shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to comply make the statements therein, in whole light of the circumstances under which they were made, not misleading, except that the Company shall not have any responsibility to either Parent or the Sub with respect to information furnished by Parent or the Sub to the Company in part with applicable law. Any such delay shall be effected writing, expressly for inclusion in compliance with Rule 13e-4(f)(5) under the Exchange ActSEC Filings. The information supplied by Parent agrees that no or the Sub to the Company in writing expressly for inclusion in the SEC Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of the issued and outstanding shares of Common Stock held (the "Shares"), in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Parent will be tendered in the Offer. If the payment for tendered Company Common Stock is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered Sub, on the stock transfer books of one hand, and the Company, on the other hand, promptly shall correct any information provided by it for use in the SEC Filings if and to the extent that it shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the SEC Filings as so corrected to be a condition filed with the SEC and the Offer Documents to be disseminated to holders of payment that the certificate so surrendered Shares, in each case as and to the extent required by applicable federal securities laws. Parent, the Sub and their counsel shall be endorsed properly given the opportunity to review the SEC Filings before they are filed with the SEC. In addition, the Company shall provide Parent, the Sub and their counsel in writing with any comments, whether written or otherwise be in proper form for transfer and that oral, the person requesting such payment shall have paid all transfer and other taxes required by reason of Company or its counsel may receive from time to time from the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, SEC or shall have established its staff with respect to the satisfaction SEC Filings promptly after the receipt of such comments, as well as the response thereto by the Company that such taxes either have been paid or are not applicableits counsel.

Terms of the Offer. Provided that Upon the terms and subject to the conditions of the Offer (including the terms and conditions of any extension or amendment, if the Offer is extended or amended), Sub will accept for payment and pay the Offer Price for all Shares validly tendered and not properly withdrawn prior to the Expiration Date as permitted under Section 4 of this Agreement Offer to Purchase entitled "Withdrawal Rights." The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the expiration of the Offer, Shares representing at least the Minimum Tender Condition and (2) the applicable waiting period (and any extension thereof) under the HSR Act shall not have terminated or expired and any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the purchase of all Shares tendered pursuant to the Offer shall have been terminated obtained or made prior to the acceptance of Shares pursuant to the Offer. The Offer is also subject to certain other terms and conditions. See Sections 1, 15 and 16 of this Offer to Purchase. Subject to the limitations set forth in accordance with Article IX this Offer, the Merger Agreement and none the applicable rules and regulations of the events SEC described below, Sub reserves the right, at any time and from time to time in its sole discretion, to extend the period during which the Offer is open by giving oral or written notice of such extension to the Depositary. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the right, if any, of a tendering stockholder to withdraw such stockholder's Shares. See Section 4 of this Offer to Purchase--"Withdrawal Rights." There can be no assurance that Sub will exercise its right to extend the Offer. Sub has agreed that it will not, without the prior consent of the Company (a) reduce the number of Shares subject to the Offer or reduce or waive the Minimum Tender Condition, (b) reduce the per share consideration to be paid pursuant to the Offer below the Offer Price, (c) modify or add to the conditions set forth in Section 1.02 hereof 15 of this Offer to Purchase, (d) except as provided in the “Tender Offer Conditions”next paragraph, extend the Offer, or (e) shall have occurred and be continuingchange the form of consideration payable in the Offer. Pursuant to the Merger Agreement, as promptly as reasonably practicable following Sub may, without the receipt consent of the approval Company, (a) extend the Offer for up to forty-five (45) days, if at the initial scheduled expiration date of shareholders the Offer any of this Agreement described in Section 4.07the conditions to Sub's obligation to purchase Shares are not satisfied or waived, until such time as such conditions are satisfied or waived, (b) extend the Offer, if all of the conditions to the Offer are satisfied or waived but in no event later the number of Shares validly tendered and not withdrawn is less than 10 ninety percent (90%) of the then outstanding number of shares on a fully-diluted basis, for an aggregate period not to exceed twenty (20) business days after (for all such extensions); provided that Sub shall immediately accept and promptly pay for all Shares tendered prior to the public announcement of the receipt date of such approval, an extension and shall otherwise meet the Company shall (i) commence (within the meaning requirements of the applicable rules Rule 14d-11 under the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”)") in connection with each such extension, (c) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and (d) extend the Offer in increments of not more than twenty (20) business days, if at the initial scheduled expiration of the Offer (or any extension thereof) the waiting period (and any extension thereof) applicable to any of the transactions under the HSR Act shall not have been terminated or shall not have expired or any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of the Merger, shall not have been obtained or made. The rights reserved in the foregoing paragraphs are in addition to any additional rights described in Section 15 of this Offer at a price per share to Purchase entitled "Certain Conditions of $29.00the Offer." Any extension, net to delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement. An announcement, in the shareholders in cash (case of an extension, will be made no later than 9:00 a.m., New York City time, on the “Offer Price”), (ii) upon commencement next business day after the previously scheduled expiration of the Offer, file Schedule TO and all other necessary documents in accordance with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. The obligation public announcement requirements of the Company to accept for payment and pay for any Company Common Stock tendered pursuant to the Offer will be subject to the satisfaction, or waiver by the Company, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after the commencement of the Offer (the “Expiration Time”14e-1(d), unless the Company shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to the terms of the Offer applicable law (including Rules 14d- 4(d), and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(514d-6(c) under the Exchange Act. The Parent agrees , 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 manner in which Sub may choose to make any public announcement, Sub shall have no Company Common Stock held by the Parent will be tendered in the Offer. If the payment for tendered Company Common Stock is obligation to be made to a person publish, advertise or otherwise communicate any such public announcement other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books of the Company, it shall be by issuing a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established press release to the satisfaction of the Company that such taxes either have been paid or are not applicableDow Xxxxx News Service.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the events set forth in Section 1.02 hereof (the “Tender Offer Conditions”) shall have occurred and be continuing, as As promptly as reasonably practicable following after the receipt of the approval of shareholders date of this Agreement described in Section 4.07Agreement, but in no event later than 10 five (5) business days after following the public announcement of the receipt execution of such approvalthis Agreement, the Company Purchaser shall (i) commence (the Offer within the meaning of the applicable rules under the Securities Exchange Act and regulations of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”), (ii) upon commencement of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “"SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof"). The obligation obligations of the Company Purchaser to accept for payment payment, and pay for for, any shares of Company Common Stock tendered pursuant to the Offer will be are subject only to the satisfaction, or waiver by the Company, conditions set forth in Exhibit A. The initial expiration date of the Tender Offer Conditions. The Offer shall remain open until be no earlier than the close of 20th business on the date that is 20 business days (as required by Rule 13e-4 under the Exchange Act) after day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the “Expiration Time”Securities Exchange Act of 1934 the ("Exchange Act"), unless ). The Purchaser expressly reserves the Company shall have extended the period of time for which right to waive any condition to the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to modify the terms of the Offer, except that, without the prior written consent of the Special Committee, the Purchaser shall not (i) waive the Minimum Condition (as defined in Exhibit A hereof),(ii) reduce the price per share of Company Common Stock or change the form of consideration to be paid pursuant to the Offer, (iii) decrease the number of shares sought pursuant to the Offer, (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock (other than the Purchaser Stockholders) or (v) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and this Agreement and the satisfaction of all (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 of the Tender SEC, of not less than three nor greater than 20 business days provided, however, that the Purchaser shall extend the Offer Conditions following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions of any Expiration Timethe Offer set forth in Exhibit A but in no event shall the Purchaser be required to extend the Offer later than December 31, 2000. On the terms and subject only to the conditions of the Offer set forth in Exhibit A, the Company will accept for payment and Purchaser shall pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after such Expiration Time the expiration of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5) under the Exchange Act. The Parent agrees that no Company Common Stock held by the Parent will be tendered in the Offer. If the payment for tendered Company Common Stock is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the events set forth in Section 1.02 hereof Annex I hereto (the “"Tender Offer Conditions”") shall have occurred and be continuing, as promptly as reasonably practicable following the receipt of the approval of shareholders execution of this Agreement described in Section 4.07Agreement, but in no event later than 10 business days after the public announcement of the receipt of such approvalexecution hereof, Parent and the Company Purchaser shall (i) commence (within the meaning of the applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the “rules and regulations promulgated thereunder, the "Exchange Act”")) the Offer at a price per share of $29.00, net to the shareholders in cash (the “Offer Price”)3.25, (ii) upon commencement of the OfferOffer but after affording the Company and its counsel a reasonable opportunity to review and comment thereon, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “"SEC”") and make all deliveries, mailings and telephonic notices required by the applicable rules Rule 14d-3 under the Exchange Act Act, in each case in connection with the Offer (the “"Offer Documents”") and (iii) use its commercially reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. The obligation of the Company Purchaser to accept for payment and or pay for any Company Common Stock Shares tendered pursuant to the Offer will be subject to the satisfaction, or waiver by the CompanyPurchaser, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 business days (as required by such term is defined in Rule 13e-4 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer (the “"Expiration Time”Date"), unless the Company Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable lawLaw, in which event the term “"Expiration Time” Date" shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that the Purchaser may provide a subsequent offering period after the Expiration Date, in accordance with and subject to the requirements of Rule 14d-11 under the Exchange Act. Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration TimeDate, the Company Purchaser will accept for payment and pay for all Company Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time Date of the OfferOffer and will accept for payment and pay for all Shares validly tendered pursuant to the Offer as such Shares are tendered during any subsequent offering period. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company Purchaser expressly reserves the right to delay payment for Company Common Stock Shares in order to comply in whole or in part with applicable lawLaws. Any such delay shall be effected in compliance with Rule 13e-4(f)(514e-1(c) under the Exchange Act. The Parent Company agrees that no Company Common Stock Shares held by the Parent Company or its subsidiary will be tendered in the Offer. If the payment for tendered Company Common Stock Shares is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore therefor to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Company Purchaser that such taxes either have been paid or are not applicable.

Terms of the Offer. Provided that this Agreement shall not have been terminated in accordance with Article IX and none Purchaser is offering to purchase all of the events set forth outstanding Shares at the Offer Price, net to the seller in Section 1.02 hereof cash, without interest thereon and subject to any required tax withholding. Upon the terms and subject to the conditions of the Offer (including, if the “Tender Offer Conditions”) shall have occurred is extended or amended, the terms and be continuingconditions of such extension or amendment), we will accept for payment and, as promptly as reasonably practicable following after the receipt Expiration Date, pay for all Shares (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 one minute past 11:59 p.m., Eastern Time, on the approval of shareholders of this Agreement Expiration Date and not validly withdrawn as described in Section 4.074 — "Withdrawal Rights." The Offer is conditioned upon, but in no event later than 10 business days after among other things, the public announcement satisfaction of the receipt of such approval, Minimum Condition and the Company shall (i) commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at a price per share of $29.00, net to the shareholders other conditions described in cash (the “Offer Price”), (ii) upon commencement Section 15 — "Conditions of the Offer, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by the applicable rules under the Exchange Act in connection with the Offer (the “Offer Documents”) and (iii) use its commercially reasonable efforts to consummate the Offer." The Merger Agreement provides that, subject to the terms and conditions thereof. The obligation parties' respective termination rights in the Merger Agreement, Purchaser: (i) shall extend the Offer from time to time: (A) for any period required by any law or any interpretation or position of the Company SEC applicable to the Offer; (B) for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act will have expired or been terminated; and (C) at the request of TubeMogul, if, as of the scheduled Expiration Date, any of the conditions to Purchaser's obligation to accept for payment and pay for any Company Common Stock Shares validly tendered (and not withdrawn) pursuant to the Offer will be subject set forth in Exhibit B to the satisfactionMerger Agreement (collectively, the "Offer Conditions") is not satisfied and has not been waived by Adobe or Purchaser, for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) to permit such Offer Condition to be satisfied; and (ii) may extend the Offer from time to time, in its discretion (and without the consent of TubeMogul or any other person), if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Adobe or Purchaser, for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser be required or permitted (without the prior written consent of TubeMogul) to extend the Offer to a date later than the Outside Date. The "Outside Date" means May 8, 2017, as 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 TubeMogul, neither Adobe nor Purchaser shall (A) reduce the Offer Price, (B) change or waive the Minimum Condition, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Date in a manner other than as required or permitted by the Merger Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or waiver by the Company, (G) otherwise amend or modify any of the Tender Offer ConditionsConditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. The If we extend the Offer, are delayed in our acceptance for payment of or payment for Shares or are unable to accept Shares for payment pursuant to the Offer shall remain open until for any reason, then, without prejudice to our rights under the close of business Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the date extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 — "Withdrawal Rights." However, our ability to delay the payment for Shares that we have accepted for payment is 20 business days (as required limited by Rule 13e-4 14e-1(c) under the Exchange Act) , which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the commencement termination or withdrawal of the Offer (the “Expiration Time”), unless the Company shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to the terms of the Offer and this Merger Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time of the Offer. Notwithstanding the foregoing and subject to the applicable rules and regulations of the SEC and other applicable laws and regulations, we expressly reserve the right to waive any Offer Condition at any time and from time to time, to increase the Offer Price and to make any other changes in the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such delay shall announcement in the case of an extension will be effected made no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in compliance which we may choose to make any public announcement, we intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with Rule 13e-4(f)(5the 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 extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The Parent agrees that no Company Common Stock held by minimum period during which the Parent 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 be tendered 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 ten 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. If , such increased consideration will be paid to all holders whose Shares are purchased in the payment for Offer, whether or not such Shares were tendered Company Common Stock is to be made to a person other than before the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books announcement of the Company, it shall be a condition increase in consideration. The obligation of Purchaser to accept for payment that and pay for Shares validly tendered (and not withdrawn) pursuant to the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established Offer is subject to the satisfaction of the Company that 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 taxes either have rules and regulations) the payment for, any tendered Shares, and may terminate or amend the Offer, in accordance with and subject to the terms of the Merger Agreement, if any of the Offer Conditions has not been paid satisfied at one minute past 11:59 p.m., Eastern Time, on the scheduled Expiration Date of the Offer. Under certain circumstances described in the Merger Agreement, we may terminate the Merger Agreement. TubeMogul has provided us with its stockholder 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 not applicablelisted as participants in a clearing agency's security position listing.

Terms of the Offer. Provided that this Agreement shall Upon the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment, purchase and pay for all Shares validly tendered prior to the expiration of the Offer and not have been terminated properly withdrawn in accordance with Article IX and none of the events procedures set forth in Section 1.02 hereof 4 — “Withdrawal Rights.” The offer will expire at one minute after 11:59 p.m. Eastern Time on March 21, 2024 (the “Tender Expiration Date”), unless we have extended the Offer Conditions”) shall have occurred and be continuing, as promptly as reasonably practicable following in accordance with the receipt terms of the approval Merger Agreement, in which event the term “Expiration Date” will mean the date to which the initial expiration date of shareholders the Offer is so extended. The Offer is conditioned upon the satisfaction of this Agreement the Minimum Tender Condition and the other conditions described in Section 4.07, but in no event later than 10 business days after the public announcement 13 — “Conditions of the receipt Offer.” We may terminate the Offer without purchasing any Shares if certain events described in Section 11 — “Purpose of such approval, the Company shall Offer and Plans for the Company; Summary of the Merger Agreement and Certain Other Agreements — Summary of the Merger Agreement — Termination” occur. Purchaser expressly reserves the right to (i) commence waive (to the extent permitted under the Merger Agreement and applicable legal requirements) any Offer Condition, (ii) increase the amount of cash constituting the Offer Price and (iii) make any other changes in the terms and conditions of the Offer that are not inconsistent with the terms of the Merger Agreement, except that the Company’s prior written approval is required for Parent or Purchaser to: TABLE OF CONTENTS (1) decrease the Offer Price; ​ (2) change the form of consideration payable in the Offer (except that we may increase the cash consideration payable in the Offer); (3) decrease the maximum number of Shares sought to be purchased in the Offer; (4) impose conditions or requirements to the Offer in addition to the conditions set forth in Section 13 — “Conditions of the Offer;” ​ (5) amend, modify or waive the Minimum Tender Condition, the Termination Condition, the HSR Condition or the Governmental Impediment Condition; (6) otherwise amend or modify any of the other terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Shares in their capacity as such; ​ (7) terminate the Offer or accelerate, extend or otherwise change the Expiration Date except as provided in the Merger Agreement; or (8) provide any “subsequent offering period” ​(or any extension thereof) within the meaning of the applicable rules Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) . ​ Upon the Offer at a price per share of $29.00, net terms and subject to the shareholders in cash (satisfaction or waiver of the “Offer Price”), (ii) upon commencement conditions of the Offer, file Schedule TO we will (i) immediately after the Expiration Date irrevocably accept for payment all Shares tendered (and not validly withdrawn) pursuant to the Offer and (ii) as promptly as practicable thereafter (and in any event within three business days) pay for all other necessary documents such shares. The time at which Purchaser accepts for payment Shares tendered in the Offer is referred to as the “Offer Acceptance Time.” If, on or before the Expiration Date, we increase the consideration being paid for Shares irrevocably accepted by Purchaser for purchase pursuant to 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 the Securities Exchange Act, the Merger Agreement and Exchange Commission the restrictions identified in paragraphs (1) through (8) above. The Merger Agreement provides that (i) if at any then-scheduled Expiration Date any condition to the Offer is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), Purchaser will extend the offer for additional periods of up to ten business days per extension in order to permit such condition to be satisfied, and (ii) Purchaser will extend the Offer for any period required by any applicable legal requirement or any interpretation or position of the SEC, the staff thereof, the Nasdaq Stock Market LLC (“SECNASDAQ”) or the staff thereof applicable to the Offer, in each case until the earlier of (x) termination of the Merger Agreement in accordance with its terms or (y) August 12, 2024 (as may be extended up to February 13, 2025 in the event that certain conditions to the Offer have not been satisfied as of certain dates as provided in the Merger Agreement). See Section 11 — “Purpose of the Offer and Plans for the Company; Summary of the Merger Agreement and Certain Other Agreements.” Except as set forth above, there can be no assurance that we will be required under the Merger Agreement to extend the Offer. During any extension of the initial offering period pursuant to the paragraph above, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to withdrawal rights. See Section 4 — “Withdrawal Rights.” Without the Company’s consent, there will not be a subsequent offering period for the Offer. If, subject to the terms of the Merger Agreement, we make all deliveriesa material change in the terms of the Offer or the information concerning the Offer, mailings or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and telephonic notices extend the Offer if and to the extent required by the applicable rules Rules 14d-3(b)(1), 14d-4(d), 14d-6(c) and l4e-1 under the Exchange Act or otherwise. The minimum period during which a tender offer must remain open following material changes in connection with the Offer (terms of the “Offer Documents”) tender offer or the information concerning the tender offer, other than a change in the consideration offered or a change in the percentage TABLE OF CONTENTS​ of securities sought, will depend upon the facts and (iii) use its commercially reasonable efforts circumstances, including the relative materiality of the terms or information changes. With respect to consummate a change in the Offerconsideration offered or a change in the percentage of securities sought, a tender offer generally must remain open for a minimum of ten business days following such change to allow for adequate disclosure to stockholders. We expressly reserve the right, in our sole discretion, subject to the terms and upon the conditions thereof. The obligation of the Company Merger Agreement and the applicable rules and regulations of the SEC, to not accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer set forth in Section 13 — “Conditions of the Offer” have not been satisfied. Under certain circumstances, Parent and pay for any Company Common Stock tendered pursuant to Purchaser may terminate the Merger Agreement and the Offer. Any extension, waiver or amendment of the Offer or termination of the Offer will be subject followed, as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to the satisfactionbe issued not later than 9:00 a.m., or waiver by the CompanyEastern Time, of the Tender Offer Conditions. The Offer shall remain open until the close of business on the date that is 20 next business days (as required by Rule 13e-4 under the Exchange Act) day after the commencement Expiration Date in accordance with the public announcement requirements of the Offer (the “Expiration Time”Rules 14d-3(b)(1), unless the Company shall have extended the period of time for which the Offer is open pursuant to14d-4(d), 14d-6(c) and in accordance with, this Agreement or as may be required by applicable law, in which event the term “Expiration Time” shall mean the latest time and date as the Offer, as so extended, may expire. Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Tender Offer Conditions as of any Expiration Time, the Company will accept for payment and pay for all Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such Expiration Time of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, the Company expressly reserves the right to delay payment for Company Common Stock in order to comply in whole or in part with applicable law. Any such delay shall be effected in compliance with Rule 13e-4(f)(5l4e-1(d) under the Exchange Act. The Parent agrees that no Company Common Stock held Without limiting our obligation under such rule or the manner in which we may choose to make any public announcement, we currently intend to make announcements by issuing a press release to the Parent will be tendered Business Wire (or such other national media outlet or outlets we deem prudent) and making any appropriate filing with the SEC. Promptly following the purchase of Shares in the Offer. If , we expect to complete the payment for tendered Company Common Stock is to be made to Merger without a person other than the person in whose name the surrendered certificate formerly evidencing such Company Common Stock is registered on the stock transfer books vote of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefore to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction stockholders of the Company that such taxes either have been paid pursuant to Section 251(h) of the DGCL. The Company has agreed to provide us, promptly after the date of the Merger Agreement, with its list of stockholders and security position listings as of a date no more than ten business days prior to the date of this Offer to Purchase for the purpose of disseminating the Offer 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 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 not applicablelisted as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.