Common use of Terms of the Offer Clause in Contracts

Terms of the Offer. As promptly as practicable after the date of this Agreement, but in no event later than five (5) business days following the public announcement of the execution of this Agreement, the Purchaser shall commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser expressly reserves the right to waive any condition to the Offer or 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 (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three nor greater than 20 business days provided, however, that the Purchaser shall extend the Offer 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 the 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 Purchaser shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer.

Terms of the Offer. As promptly as practicable after Upon the date of this Agreement, but in no event later than five (5) business days following the public announcement of the execution of this Agreement, the Purchaser shall commence the Offer within the meaning of the applicable rules terms and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under including, if the Securities Exchange Act Offer is extended or amended, the terms and conditions of 1934 any extension or amendment), Purchaser will purchase all Shares validly tendered and not properly withdrawn in accordance with the ("Exchange Act"))procedures set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, on or prior to the Expiration Date. The Purchaser expressly reserves the right to waive any condition to "Expiration Date" is 5:00 P.M., New York City time, on March 3, 2017, unless the Offer or modify is extended pursuant to and in accordance with the terms of the OfferMerger Agreement, except that, without in which event "Expiration Date" will mean 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 latest time and date at which the Offer, as so extended, will expire. The Merger Agreement provides that, unless the Merger Agreement is terminated, Purchaser may, in its sole discretion, extend the Offer for one or more periods of up to twenty (iii20) decrease business days each if, at the number then scheduled Expiration Date, any of shares sought pursuant the conditions to the Offer, (iv) add to the conditions Offer set forth in Exhibit A or modify any condition set forth the Merger Agreement and described in Exhibit A in any manner adverse Section 15—"Conditions of the Offer" of this Offer to Purchase have not been satisfied or, to the holders of Company Common Stock (other than the extent permitted by applicable law, waived by Textron or Purchaser. The Merger Agreement provides that 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) will also extend the Offer for any period required by any applicable law or any rule, regulation, interpretation or position of the SEC or the its staff thereof applicable to the Offer or any of the rules and (ii) make available a "subsequent offering period," regulations, including listing standards, of NASDAQ or any other United States national securities exchange on which the Shares are then traded. Unless the Offer is terminated in accordance with Rule 14d-11 the Merger Agreement, in the event that any of the SEC, of not less than three nor greater than 20 business days provided, however, that the Purchaser shall extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary conditions to satisfy the conditions of the Offer set forth in Exhibit A but the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, to the extent permitted by applicable law, waived by Textron or Purchaser as of any then scheduled expiration of the Offer and the Arctic Cat Board has not effected an Adverse Recommendation Change (as defined in Section 12(a)—"Merger Agreement" of this Offer to Purchase), Arctic Cat may, in its sole discretion and by written notice at least two (2) business days prior to the then scheduled expiration of the Offer, request that Purchaser extend the Offer for one period of ten (10) business days, until all of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are satisfied or, where permitted by applicable law, waived by Textron or Purchaser. See Section 1—"Terms of the Offer" of this Offer to Purchase for additional information about Purchaser's obligations to extend the Offer. In no event shall the will Purchaser be required to extend the Offer later than December 31for any reason beyond the earlier to occur of (a) the date the Merger Agreement is terminated or (b) May 24, 20002017. On Under no circumstances will interest be paid on the terms Offer Price for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in paying for the Shares. 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 subject only 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 shareholders of Arctic Cat, require that the Offer remain open for an additional period of time and that Textron and Purchaser disseminate information concerning such waiver. Purchaser acknowledges that Rule 14e-1(c) under the Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer. If, at the Expiration Date, all of the conditions of the Offer have been satisfied or, to the extent permitted by applicable law, waived, Purchaser will accept for payment and promptly pay for Shares tendered to Purchaser and not properly withdrawn in the Offer. After acceptance for payment of Shares in the Offer, if Textron and Purchaser do not hold, in the aggregate and, if applicable, after giving effect to the "top up option," at least 90% of the outstanding Shares to permit Purchaser to consummate the Merger as a "short-form" merger pursuant to Section 302A.621 of the MBCA, then Purchaser will provide, in accordance with Rule 14d-11 under the Exchange Act, the Subsequent Offering Period of not less than three (3) nor more than twenty (20) business days as determined in the sole discretion of Textron and Purchaser. The Subsequent Offering Period, if it is provided, will allow shareholders of Arctic Cat to tender Shares after the Expiration Date and receive the same consideration that was paid in the Offer. In the Subsequent Offering Period, Shares may be tendered in the Offer (but Shares tendered may not be withdrawn) and Purchaser will immediately accept and promptly pay for Shares as they are tendered. In the event that it is necessary for Purchaser to provide the Subsequent Offering Period, Purchaser will provide an announcement to that effect along with the results of the Offer to a national news service no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. The Expiration Date for the Offer is currently scheduled for 5:00 P.M., New York City time, on March 3, 2017. Textron and Purchaser reserve the right to increase the Offer Price, waive (to the extent permitted by applicable law), in its sole discretion, in whole or in part, any condition to the Offer or make any other changes in the terms and conditions of the Offer, except, unless otherwise contemplated by the Merger Agreement or as previously approved by Arctic Cat in writing, Purchaser is not permitted to: • decrease the Offer Price; • change the form of consideration payable in the Offer; • reduce the maximum number of Shares sought to be purchased in the Offer; • amend or waive the Minimum Condition; • amend any of the other conditions and requirements to the Offer set forth in Exhibit Athe Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase in a manner materially adverse to the holders of Shares; or • extend the Expiration Date in a manner other than in accordance with the Merger Agreement. If, prior to the Expiration Date, Purchaser shall increases the Offer Price offered to shareholders of Arctic Cat in the Offer, Purchaser will pay the increased price to all shareholders of Arctic Cat from whom Purchaser purchases Shares in the Offer, whether or not Shares were tendered before the increase in price. As of the date of this Offer to Purchase, Purchaser has no intention to increase the Offer Price. The rights Purchaser reserves in the preceding paragraph are in addition to its rights pursuant to Section 15—"Conditions of the Offer" of this Offer to Purchase. Any extension, waiver or amendment of the Offer, delay in acceptance for payment or payment for the Shares tendered in the Offer, or termination of the Offer, will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of such changes), 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 of Company Common Stock validly Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder's Shares. If Purchaser makes a material change in the terms of the Offer, or if Purchaser waives a material condition to the Offer, Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by applicable law and the applicable regulations of the SEC. The minimum period during which the Offer must remain open following material changes in the terms of the Offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC's view, a tender offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to shareholders, and, if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum of ten (10) business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum ten (10) business day period from the date of the change is generally required to allow for adequate dissemination to shareholders. Accordingly, if, prior to the Expiration Date, Purchaser decreases the number of Shares being sought, or increases or decreases the consideration offered pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to Offer, and if the Offer promptly after is scheduled to expire at any time earlier than the period ending on the tenth (10th) business day from the date that notice of the increase or decrease is first published, sent or given to shareholders of Arctic Cat, Purchaser will extend the Offer at least until the expiration of that ten (10) business day period. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or a United States federal holiday and consists of the time period from 12:01 A.M. through 12:00 midnight, New York City time. Arctic Cat has provided Textron and Purchaser with its shareholder lists and security position listings for the purpose of disseminating the Offer to shareholders of Arctic Cat. This Offer to Purchase, the related Letter of Transmittal and other relevant materials will be mailed to record holders of Shares, and will be furnished to brokers, dealers, commercial banks, trust companies or other nominees whose names appear on the security holder lists or, if applicable, that are listed as participants in a clearing agency's security position listing, for forwarding to beneficial owners of Shares.

Terms of the Offer. As Purchaser is offering to purchase all of the issued and outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and, as promptly as practicable after the date 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 this Agreementsuch guarantee) validly tendered prior to 12:00 midnight, but in no event later than five (5) business days following New York City time, at the public announcement end of the execution of this AgreementExpiration Date and not validly withdrawn as described in Section 4 – “Withdrawal Rights.” The Offer is conditioned upon, among other things, the Purchaser shall commence the Offer within the meaning satisfaction of the applicable rules Minimum Condition and regulations the other conditions described in Section 15 – “Conditions of the Securities and Exchange Commission Offer.” The Merger Agreement provides that (the "SEC"). The obligations i) if, as of the Purchaser scheduled Expiration Date, any of the conditions to Purchaser’s obligation to accept for payment, payment and pay for, any shares of Company Common Stock for Shares validly tendered (and not withdrawn) pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date B to the Merger Agreement (collectively, the “Offer Conditions”) is not satisfied and has not been waived, Purchaser shall extend the Offer on one or more occasions, for an additional period of up to 20 business days per extension, to permit such Offer Condition to be satisfied and (ii) Purchaser shall extend the Offer from time to time for any period required by any rule or regulation of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser expressly reserves the right SEC applicable to waive any condition to the Offer or modify the terms of the Offer, except but, with respect to clauses (i) and (ii), in no event beyond the End Date. The “End Date” means October 27, 2016, as it may be extended as provided in the Merger Agreement and summarized below in Section 11 –“The Merger Agreement; Other Agreements—Termination of the Merger Agreement.” The Merger Agreement provides that, without the prior written consent of the Special Committee, the Purchaser shall not Company: (i) waive the Minimum Condition may not be amended or waived; and (as defined in Exhibit A hereof),(iiii) reduce no change may be made to the price per share Offer that: (a) changes the Table of Company Common Stock or change the Contents form of consideration to be paid delivered by Purchaser pursuant to the Offer, ; (iiib) decrease decreases the Offer Price or the number of shares Shares sought to be purchased by Purchaser pursuant to the Offer, ; (ivc) add imposes conditions to the conditions set forth Offer in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse addition to the holders Offer Conditions; or (d) except as otherwise allowed by the Merger Agreement, extends the Expiration Date. The Merger Agreement also provides that, at Parent’s election and in Parent’s sole discretion and upon written notice to the Company prior to the Acceptance Time, the definition of Minimum Condition may be modified to replace the reference to “66 2/3% of the Adjusted Outstanding Share Number” in such definition with “66 2/3% of the aggregate number of outstanding Company Common Stock immediately prior to the Acceptance Time” (such modification, the “Permitted Minimum Condition Modification”). Effecting the Permitted Minimum Condition Modification by Parent will not constitute a waiver of the Minimum Condition for purposes of the Merger Agreement. 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 for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 – “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Subject to the terms of the Merger Agreement and 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 or to make any other changes in the terms and conditions of the Offer. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in 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 the SEC. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer, in each case, if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to holders of Shares, and with respect to a change in price or a change in the percentage of securities sought, a minimum 10 business day period generally is required to allow for adequate dissemination to holders of Shares and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all holders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. The obligation of Purchaser Stockholdersto accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Offer Conditions. Notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (vsubject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) otherwise amend under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may terminate the Offer in at any manner adverse to scheduled Expiration Date or amend or terminate the holders of Company Common Stock. Notwithstanding Offer as otherwise permitted by the foregoingMerger Agreement, the Purchaser may, without the consent if any of the CompanyOffer Conditions has not been satisfied at 12:00 Table of Contents midnight, Eastern Time, on the scheduled Expiration Date of the Offer; provided, however, that (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall extend the Offer on one or more occasions, for an additional period of up to 20 (twenty) business days per extension, to permit such Offer Condition to be satisfied, and (ii) Purchaser shall extend the Offer from time to time for any period required by any rule, regulation, interpretation rule or position regulation of the SEC or the staff thereof applicable to the Offer Offer, but, with respect to clauses (i) and (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC), of not less than three nor greater than 20 business days provided, however, that the Purchaser shall extend the Offer 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 the Offer set forth in Exhibit A but in no event shall the Purchaser be required to extend the Offer to a date later than December 31the End Date. Under certain circumstances described in the Merger Agreement, 2000we may terminate the Merger Agreement. On The Company has provided us with its stockholders list and security position listings for the terms and subject only to the conditions purpose of disseminating the Offer set forth to holders of Shares. This Offer to Purchase and the related Letter of Transmittal, as well as the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on the stockholder list and will be furnished for subsequent transmittal to beneficial owners of Shares to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in Exhibit A, the Purchaser shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offera clearing agency’s security position listing.

Terms of the Offer. As 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 to accept for payment and pay for all Shares validly tendered and not properly withdrawn by the Expiration Date in accordance with the procedures set forth in Section 4—"Withdrawal Rights." The Offer is conditioned upon the satisfaction of the Minimum Tender Condition and the other conditions described in Section 13—"Conditions of the Offer." Purchaser may terminate the Offer without purchasing any Shares if certain events described in Section 13 occur. See Section 11—"Purpose of the Offer and Plans for Op-Tech; Transaction Documents—the Merger Agreement—Termination." 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 Condition or (7) extend or otherwise change the Expiration Date other than as required or permitted by the Merger Agreement. Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer, Purchaser has agreed under the Merger Agreement, as promptly as practicable after following the Expiration Date, to accept for payment and pay for any Shares validly tendered 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 and subject to withdrawal rights. See Section 4—"Withdrawal Rights." If, subject to the terms of the Merger Agreement, Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of 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 this Agreementprice and share levels, but in no event later than five (5) a minimum of ten business days following may be required to allow for adequate dissemination and investor response. Accordingly, if prior to the public announcement Expiration Date Purchaser decreases the number of Shares being sought or changes the consideration offered pursuant to the Offer, and if the Offer 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 Offer will be extended at least until the expiration of that 10th business day. Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the execution of this Agreement, the Purchaser shall commence the Offer within the meaning of Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser Commission, not to accept for paymentpayment any Shares if, and pay forat the expiration of the Offer, any shares of Company Common Stock tendered pursuant the conditions to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date 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 shall be no earlier than and Plans for Op-Tech; Transaction Documents—The Merger Agreement—Termination." Under certain circumstances, NRC and Purchaser may terminate the 20th business day following Merger Agreement and the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act"))Offer. The 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 waive any condition delay the acceptance of or payment for Shares is subject to the Offer provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or modify to return Shares deposited by or on behalf of tendering stockholders promptly after the terms termination or withdrawal of the Offer. Any extension of the Offer, except thatwaiver, without the prior written consent amendment 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 delay in acceptance for payment or payment or termination 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 foregoingwill be followed, as promptly as practicable, by public announcement thereof, the Purchaser mayannouncement in the case of an extension to be issued not later than 9:00 a.m., without New York City time, on the consent of next business day after 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 (ii) make available a "subsequent offering period," previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. 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 SEC, 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 nor greater than 20 business days provideddays, however, that the Purchaser shall extend the Offer 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 the Offer set forth in Exhibit A but in beginning no event shall the Purchaser be required to extend the Offer later than December 319:00 a.m., 2000. On New York City time, on the terms and subject only to the conditions of the Offer set forth in Exhibit A, the Purchaser shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after 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. A subsequent offering period, if one is provided, is not an extension of the 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 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 mailed to 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 nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. As promptly 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 after 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 this 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), but 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 no event 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 (5) business days following (or such longer period as Purchaser and the public announcement 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 satisfied, Purchaser may and, if requested by the Company, must extend the Offer in increments of five business days; provided, however, that the execution maximum number of days that the Offer may be extended pursuant to this Agreementsentence is 20 business days unless requested or approved by the Company. Notwithstanding the foregoing, the Purchaser shall commence not be required to extend the Offer within beyond December 20, 2013 (the meaning of "Termination Date"). Subject to the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser expressly reserves the right to waive waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, except thathowever, that without the prior written consent of the Special CommitteeCompany, the Purchaser shall cannot (i) waive the Minimum Condition (as defined in Exhibit A hereof),(ii) reduce the price per share number of Company Common Stock or change the form of consideration to be paid pursuant Shares subject to the Offer, (ii) reduce the Offer Price, (iii) decrease amend, modify or waive the number of shares sought pursuant to the OfferMinimum Tender Condition, (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) Offer or (v) otherwise amend amend, modify or supplement any conditions to the Offer in any manner adverse to any holder of Shares, (v) except as expressly provided in the holders Merger Agreement, terminate, extend or otherwise amend or modify the Expiration Time of Company Common Stockthe 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. Notwithstanding Any extension, delay, termination or amendment of the foregoingOffer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate 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 Offer for any reason, then, without prejudice to Purchaser's or Parent's rights under the Offer and the Merger Agreement, the Depositary 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 mayhas accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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, and by the terms of the Merger Agreement, which require Purchaser to pay for all Shares accepted for payment as soon as practicable on the 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 extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period 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 stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the 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 for the Offer without the consent of the Company, (i) extend and Purchaser does not expect to provide or seek the Offer Company's consent for any period required by any rulea subsequent offering period. Purchaser expressly reserves the right, regulationsubject to the terms and conditions of the Merger Agreement, interpretation or position the applicable rules and regulations of the SEC or and subject to the staff thereof applicable 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 and (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 have not been satisfied. See Section 15—"Certain Conditions of the SECOffer." Under certain circumstances, Purchaser and 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 not less than three nor greater than 20 business days provided, however, that a $140 million term loan facility (the Purchaser shall extend the Offer following its initial expiration upon the prior written request "Term Loan") to finance a portion of the Special Committee for such number of days as is necessary to satisfy consideration payable in connection with the conditions consummation of the Offer set forth in Exhibit A but in no event shall and the Purchaser 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 required to extend the Offer later than December 31, 2000. On the terms and subject only drawn upon prior to the conditions consummation of the Offer set forth 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 Exhibit A, connection with the Purchaser shall pay for all shares consummation of the Offer and the Merger other than the Company Common Stock validly tendered and not withdrawn Contribution (as defined below). The amount Fund IV is obligated to contribute pursuant to the Offer 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 the benefit of the holders of Shares that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after and for the expiration 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 Merger Agreement to deposit $450 million (the "Company Contribution") with the Paying Agent, for the benefit of the holders of Shares that Purchaser becomes obligated to purchase pursuant to the Offer and for the benefit of holders of Shares that are entitled to receive the Merger Consideration, to fund a portion of the consideration payable in connection with the consummation of the Offer and the Merger. Parent and Purchaser anticipate that the Debt Financing, the Sponsor Financing and the 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 Offer and the Merger. The Offer is not conditioned upon Purchaser's ability to finance the purchase of Shares pursuant to the Offer, including the funding of the Debt Financing. Immediately following the Offer Closing, Purchaser and Parent expect to complete the Merger without a vote of the stockholders of the Company 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 listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. As promptly as practicable ​ The Offer and withdrawal rights will expire at one minute following 11:59 p.m. (12:00 midnight), New York City time, on Thursday, May 19, 2022, unless the Offer is extended or earlier terminated in accordance with the terms of the Merger Agreement. Upon the terms and subject to the satisfaction, or to the extent permitted, waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will prior to 9:00 a.m., New York City time, on the business day immediately after the Offer Expiration Time, accept for payment all Shares validly tendered and not properly withdrawn prior to the Offer Expiration Time (as permitted under Section 4 — “Withdrawal Rights”), and will pay for such Shares promptly (and in any event within three business days) after the Acceptance Time (as defined below). The date and time of this AgreementPurchaser’s acceptance for payment of all Shares validly tendered and not properly withdrawn pursuant to the Offer is referred to as the “Acceptance Time.” The Offer is not subject to any financing condition. The Offer is conditioned upon, but in no event later than five (5) business days following among other things, the public announcement satisfaction of the execution Minimum Tender Condition and the waiver by Parent and Purchaser or the satisfaction of this Agreementthe Inside Date Condition and the Antitrust Approvals Condition. For purposes of determining whether the Minimum Tender Condition has been satisfied, the Purchaser shall commence Shares tendered in the Offer within pursuant to guaranteed delivery procedures that have not been “received” ​(as such terms are defined in Section 251(h) of the meaning DGCL) prior to the Offer Expiration Time are excluded. The Offer is also subject to other conditions described in Section 15 — “Conditions of the Offer.” Subject to the applicable rules and regulations of the Securities SEC and Exchange Commission (the "SEC"). The obligations terms and conditions of the Purchaser to accept for payment, and pay forMerger Agreement, any shares of Company Common Stock tendered pursuant the conditions to the Offer may be waived by Parent and Purchaser in whole or in part, at any time and from time to time, in their sole discretion, except that Parent and Purchaser are subject only not permitted to waive the conditions set forth Minimum Tender Condition or the Termination Condition except, in Exhibit A. The initial expiration date the case of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the OfferMinimum Tender Condition, except that, without with the prior written consent of the Special CommitteeCompany. See Section 15 — “Conditions of the Offer.” We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Offer Expiration Time, any of the conditions to the Offer have not been satisfied. See Section 15 — “Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Termination of the Merger Agreement.” Pursuant to the Merger Agreement, we may extend the Offer beyond its initial Offer Expiration Time, but in no event will we be required or permitted to extend the Offer beyond October 7, 2022 (the “Termination Date”). We have agreed in the Merger Agreement that Purchaser shall not will extend the Offer (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 minimum period required by any applicable law or any rule, regulation, interpretation or position of the SEC or the its staff thereof or of NASDAQ or its staff, applicable to the Offer, the Schedule 14D-9 or the Offer and documents; (ii) make available a "subsequent offering period," if, as of the then-scheduled Offer Expiration Time, the Company has delivered written notice to Parent in accordance with Rule 14d-11 the Merger Agreement that the Company intends to effect an Adverse Recommendation Change (as defined below) and/or terminate the Merger Agreement due to its receipt of a Superior Proposal (as defined below) or the occurrence of an intervening event (as defined below); (iii) if, at the then-scheduled Offer Expiration Time, the Company brings or will have brought any legal action to enforce specifically the performance of the SECterms and provisions of the Merger Agreement by Parent or Purchaser; and (iv) if at the-then scheduled Offer Expiration Time, any of the Offer conditions (other than those conditions that by their terms are to be satisfied at the Offer closing) has not less been satisfied or waived (to the extent waiver is permitted under the Merger Agreement and applicable law) by Parent and Purchaser; provided, that if at the otherwise scheduled Offer Expiration Time, all of the Offer conditions (other than three nor greater than 20 the Minimum Condition and the other Offer conditions that by their terms are to be satisfied at the Offer closing) shall have been satisfied or waived (to the extent waiver is permitted under the Merger Agreement and applicable law), Purchaser may, and Purchaser shall upon receipt of the Company’s written request, extend the Offer for up to four occasions, in the aggregate, in consecutive periods of five business days providedeach (or for TABLE OF CONTENTS such other duration as the parties may agree). If at the otherwise scheduled Offer Expiration Time, howeverall of the Offer conditions (other than the Inside Date Condition and the other Offer conditions that by their terms are to be satisfied at the closing of the Offer) shall have been satisfied or waived, that the Purchaser shall extend the Offer following its initial expiration upon until 5:00 p.m., New York City time, on the first business day after July 1, 2022. See “Introduction,” Section 1 — “Terms of the Offer” and Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — The Offer” for more details on our ability to extend the Offer. Pursuant to the Merger Agreement, Parent and Purchaser expressly reserve the right, at any time to waive, in whole or in part, any Offer condition (other than the Minimum Tender Condition and the Termination Condition), to increase the Offer Price or modify the terms of the Offer, in each case only in a manner not inconsistent with the Merger Agreement, except that Parent and Purchaser are not permitted (without the prior written request consent of the Special Committee for such Company) to (i) reduce the number of days as Shares subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable pursuant to the Offer, (iii) change, amend, modify, or waive the Minimum Tender Condition, (iv) add to the Offer conditions or impose any other conditions or requirements on the Offer, (v) change, amend, modify or supplement any existing Offer condition in a manner that is necessary adverse in any respect to satisfy the conditions holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer set forth or the Merger (except to effect an extension to the Offer to the extent expressly permitted by the Merger Agreement or to validly terminate the Merger Agreement in Exhibit A but accordance with the terms thereof) or impair the ability of Parent or Purchaser to consummate the Offer, (vi) except as otherwise required or expressly permitted by the Merger Agreement, extend or otherwise change, amend or modify the Offer Expiration Time, (vii) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (viii) terminate the Offer or (ix) otherwise change, amend, modify or supplement the Offer in no event shall any manner adverse to the Purchaser holders of Shares or in any manner that delays, interferes with, hinders or impairs the consummation of the Offer. The Offer may not be required terminated or withdrawn prior to its scheduled Offer Expiration Time (as extended and re-extended in accordance with the Merger Agreement), unless the Merger Agreement is terminated in accordance with the terms thereof. If, subject to the terms of the Merger Agreement, 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 later than December 31if and to the extent required by Rules 14d-4(d)(1), 200014d-6(c) and 14e-1 under the Exchange Act. On The minimum period during which the Offer must remain open following material changes in the terms and subject only to the conditions of the Offer set forth or information concerning the Offer, other than a change in Exhibit Aprice or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer to purchase should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. Accordingly, if, prior to the Offer Expiration Time, Purchaser decreases the number of Shares being sought or changes the Offer Price, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase or decrease is first published, sent or given to stockholders, the Purchaser shall pay Offer will be extended at least until the expiration of such tenth business day. If, on or before the Offer Expiration Time, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all shares stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of Company Common Stock validly tendered and not withdrawn the increase in consideration. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights” or the Purchaser becomes obligated to purchase Offer is withdrawn or terminated or the Merger Agreement is terminated pursuant to its terms. However, our ability to delay the Offer payment for Shares that we have accepted for payment is limited by TABLE OF CONTENTS​ Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the expiration termination or withdrawal of the Offer. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Offer Expiration Time. Subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 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 shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service. As used in this Offer to Purchase, “business day” means any day other than a Saturday, a Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight, New York City time (provided that when used in reference to the Merger Agreement, “business day” means any day the principal offices of the SEC in Washington, D.C. are open to accept filings, other than Saturday, Sunday or any other day on which (i) commercial banks in New York, New York are authorized or required by applicable law to be closed or (ii) the Office of the Secretary of State of the State of Delaware is not open for business). Under no circumstances will interest be paid on the Offer Price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. As soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver (to the extent waiver is permitted under applicable law) of certain conditions as described herein under Section 15 — “Conditions of the Offer,” Purchaser will complete the Merger without a vote of the stockholders of the Company to adopt the Merger Agreement and consummate the Merger in accordance with Section 251(h) of the DGCL. The Company has provided Purchaser with the Company’s stockholder list and security position listings for the purpose of disseminating the Offer to Purchase, Letter of Transmittal and other Offer related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the Company’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Terms of the Offer. As promptly as practicable after On the date of this Agreement, but in no event later than five (5) business days following terms and subject to the public announcement prior satisfaction or waiver of the execution of this AgreementOffer Conditions, including the Minimum Condition (including, if the Offer is extended or amended, the Purchaser shall commence the Offer within the meaning terms and conditions of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"any extension or amendment). The obligations of the Purchaser to , we will accept for payment, payment and pay for, for any shares of Company Common Stock and all Shares validly tendered pursuant to in accordance with the Offer are subject only to the conditions procedures set forth in Exhibit A. Section 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.” The initial expiration date Offer is conditioned on the satisfaction or waiver of the Offer shall be no earlier than Conditions, including the 20th business day following Minimum Condition. Purchaser may terminate the commencement Offer without purchasing any Shares if any of the Offer (determined using Rule 14d-1(g)(3) under Conditions are not satisfied or waived. See Section 13 —“Conditions of the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser Offer.” We expressly reserves reserve the right to waive any condition of the Offer Conditions and to make any change in the terms of or conditions to the Offer or modify permitted by law. However, we have agreed in the terms of the Offer, except thatMerger Agreement that we will not, without the prior written consent of the Special CommitteeRelypsa, the Purchaser shall not (ia) waive the Minimum Condition, the Antitrust Condition or the Restraints Condition, or (as defined in Exhibit A hereof),(iib) reduce make any change to the price per share terms or conditions of Company Common Stock or change the Offer that: • changes the form of consideration to be paid pursuant to payable in the Offer, (iii) decrease • decreases the Offer Price or the number of shares Shares sought pursuant to in the Offer, (iv) add 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 conditions Offer other than those set forth in Exhibit A the Merger Agreement, • modifies the other Offer Conditions, or modify • otherwise amends any other term or 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 StockShares. Notwithstanding the foregoing, the Purchaser may, without the consent Any extension or amendment of the CompanyOffer, 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 requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. Without limiting our obligation under such rules 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 NASDAQ OMX (ior such other national media outlet or outlets as we deem prudent) and by making any appropriate filing with the SEC. On the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will be required to accept for payment and pay for any Shares validly tendered 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 any the minimum period required by any law or order, or any rule, regulation, interpretation or position of the SEC or its staff or the staff thereof 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 (iiif 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 remain subject to the Offer, subject to any withdrawal rights. See Section 4 — “Withdrawal Rights.” 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 if and to the extent required by Rules 14d-4(d), 14d-6(c) make available and l4e-1(d) under the Exchange Act, or otherwise. The minimum period during which a "tender offer must remain open following material changes in the 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," period for the Offer. We expressly reserve the right, in accordance with Rule 14d-11 our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, of to not less than three nor greater than 20 business days provided, however, that the Purchaser shall extend the Offer following its initial expiration upon the prior written request of the Special Committee accept for such number of days as is necessary to satisfy the conditions of the 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 Purchaser shall payment or pay for all shares of Company Common Stock any Shares validly tendered and not properly withdrawn pursuant to if, at the Expiration Date any of the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration Conditions have not been satisfied or waived. See Section 13 — “Conditions of the Offer.” Under certain other circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “Purpose of the Offer and Plans for Relypsa; Merger Agreement and Other Agreements — The Merger Agreement — Termination.” As soon as practicable after the consummation of the 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 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 listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. As promptly as practicable after Upon the date of this Agreement, but in no event later than five (5) business days following the public announcement of the execution of this Agreement, the Purchaser shall commence the Offer within the meaning of the applicable rules terms and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using 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 withdrawn in accordance with the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” on or prior to the Expiration Date. If, at the Expiration Date, the conditions to the Offer described in Section 14 — “Conditions of the Offer” have not been satisfied or earlier waived, then, subject to the provisions of the Merger Agreement, Purchaser may extend the Expiration Date. If the election to extend the Expiration Date is made by Purchaser, the extension may be for such amount of time as is reasonably necessary to cause the conditions to be satisfied, subject to applicable SEC rules; provided, that, if all conditions have been met and the validly tendered Shares is greater than sixty-five percent, but less than ninety percent of the fully-diluted outstanding Shares of Portec, X.X. Xxxxxx may extend the Offer by no more than twenty business days. If Portec causes Purchaser to extend the Expiration Date, the Expiration Date will be extended for a period of ten business days beginning immediately after the Expiration Date of the Offer. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to your right to withdraw your Shares. Portec shareholders may withdraw their Shares previously tendered at any time prior to the Expiration Date as it may be extended from time to time. See Section 4 — “Withdrawal Rights.” Any extension, delay, termination, waiver or amendment will be followed promptly by public announcement. The announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14d-1(g)(314e-1(d) under the Securities Exchange Act of 1934 Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the ("Securities Exchange Act", which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of material changes)), and without limiting the manner in which X.X. Xxxxxx and Purchaser may choose to make any public announcement, X.X. Xxxxxx and 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. The Purchaser expressly reserves the right to waive any condition to the Offer or 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 Merger Agreement also provides that we may 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 (ii) our sole discretion make available a "subsequent offering period," period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the SEC, Exchange Act after we have accepted and paid for all of not less than the Company Common Shares tendered in the initial offer period. A Subsequent Offering Period would be an additional period of time of at least three nor greater than 20 business days providedfollowing the Expiration Date, howeverduring which stockholders may tender Shares not tendered in the Offer and receive the same Offer Price paid in the Offer. During a Subsequent Offering Period, that the Purchaser shall extend will immediately accept and promptly pay for Shares as they are tendered, and tendering stockholders will not have withdrawal rights. We do not currently intend to provide a Subsequent Offering Period for the Offer, although we reserve the right to do so. If we elect to provide a Subsequent Offering Period, we will issue a press release to that effect no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date. Subject to the applicable regulations of the Commission and the terms of the Merger Agreement, Purchaser also reserves the right, in Purchaser’s sole discretion, at any time or from time to time, to (a) delay purchase of, or, payment for, any Shares, pending receipt of any regulatory or governmental approvals specified in Section 15 — “Legal Matters; Required Regulatory Approvals”; or if any condition referred to in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14 — “Conditions of the Offer”; (b) after the Expiration Date, allow the Offer following its initial expiration to expire if any condition referred to in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14 — “Conditions of the Offer”; and (c) except as set forth in the Merger Agreement, waive any condition to the Offer (other than the Minimum Condition and the conditions set forth in subclauses (ii)(a) and (b) described in Section 14 — “Conditions of the Offer), which only may be waived with Portec’s prior written request consent) or otherwise amend the Offer in any respect; in each case, by giving oral followed by written notice of the Special Committee for such number of days as is necessary delay, termination, waiver or amendment to satisfy the conditions Depositary. Purchaser acknowledges (a) that Rule 14e-1(c) under the Securities Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer set forth and (b) that Purchaser may not delay purchase of, or payment for (except as provided in Exhibit A but clause (a) of the preceding sentence), any Shares upon the occurrence of any event specified in no event shall Section 14 without extending the Purchaser be required to extend period of time during which the Offer later than December 31, 2000is open. On the terms and subject only The rights Purchaser reserves in this paragraph are in addition to the conditions of the Offer set forth in Exhibit A, the Purchaser shall pay for all shares of Company Common Stock validly tendered and not withdrawn its rights pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration Section 14 — “Conditions of the Offer.” 3

Terms of the Offer. As promptly 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 accept for payment and pay for all Shares validly tendered prior to the Expiration Date, and not theretofore withdrawn in accordance with Section 4 of this Offer to Purchase, as soon as legally permitted and practicable after the commencement of the Offer. The term "Expiration Date" means 12:00 Midnight, New York City time, on Friday, May 1, 1998, unless Purchaser shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date as of which the Offer, as so extended by Purchaser, shall expire. UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, SATISFACTION OF THE MINIMUM CONDITION. SEE SECTIONS 13 AND 15 OF THIS OFFER TO PURCHASE. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS, INCLUDING THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER THE HSR ACT, THE PASSAGE OF CERTAIN STATUTORY WAITING PERIODS RELATING TO THE COMPANY'S OPERATING LICENSES AND THE COMPANY AND PARENT HAVING OBTAINED CERTAIN ANCILLARY AGREEMENTS AND INSTRUMENTS. SEE SECTIONS 15 AND 16 OF THIS OFFER TO PURCHASE. Subject to the terms and conditions set forth in the Merger Agreement (including the right to terminate, extend or modify the Offer), and subject to the other conditions set forth in Section 15 of this Offer to Purchase, including, without limitation, the Minimum Condition, Purchaser will use its reasonable best efforts to consummate the Offer as soon as legally permissible in accordance with the Merger Agreement, but in no event later than five (5) business days following . Subject to the public announcement terms of the execution of this Agreement, the Purchaser shall commence the Offer within the meaning of Merger Agreement and the applicable rules and regulations of the United States Securities and Exchange Commission (the "SECCommission"). The obligations of the Purchaser to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except thatincluding, without limitation, to extend the prior written consent period of time during which the Special Committee, Offer is open beyond the Purchaser shall not scheduled Expiration Date (i) waive including an extension of up to 20 business days beyond the Minimum Condition (as defined in Exhibit A hereof),(ii) reduce initial scheduled Expiration Date notwithstanding the price per share satisfaction 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 Section 15 of this Offer to Purchase), and thereby delay acceptance for payment of and the payment for any Shares, by giving oral or modify any condition set forth in Exhibit A in any manner adverse written notice of such extension to IBJ Xxxxxxxx Bank and Trust Company, as Depositary (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"Depositary"). Notwithstanding the foregoing, the Minimum Condition may not be waived without the written consent of the Company. In addition, pursuant to the terms of the Merger Agreement, Purchaser maymay not, without the written consent of the Company, (i) extend amend the Offer for any period required by any ruleto decrease the Offer Price, regulationdecrease the number of Shares being sought in the Offer, interpretation change the form of consideration payable in the Offer or position of the SEC or the staff thereof applicable impose conditions to the Offer and (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three nor greater than 20 business days provided, however, that the Purchaser shall extend the Offer 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 the 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 addition to the conditions described in the Merger Agreement and in Section 15 of the this Offer set forth in Exhibit A, the Purchaser shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer.Purchase. 3

Terms of the Offer. As Unless the context indicates otherwise, in this Offer to Purchase, we use the terms "us," "we" and "our" to refer to Purchaser and, where appropriate, Parent. We use the term "Parent" to refer to SanDisk Corporation alone, the term "Purchaser" to refer to Flight Merger Sub, Inc. alone and the term "Fusion-io" to refer to Fusion-io, Inc. alone. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered on or prior to the Expiration Date and not properly withdrawn as practicable after permitted under Section 4—"Withdrawal Rights." The Offer is made only for Shares and is not made for any Fusion-io Options or Fusion-io RSUs. However, you may tender Shares purchased prior to the date of this Agreement, but in no event later than five (5) business days Expiration Date following the public announcement exercise of vested Fusion-io Options. The Offer is conditioned upon, among other things (a) that the Merger Agreement has not been terminated in accordance with its terms and (b) the satisfaction of (i) the Minimum Condition, (ii) the Regulatory Condition and (iii) the governmental authority condition, as described in Section 15—"Certain Conditions of the execution of this AgreementOffer." The Merger Agreement provides that if (i) required by any law or order, the Purchaser shall commence the Offer within the meaning of the applicable rules and regulations or any rule, regulation or other requirement of the Securities and Exchange Commission (the "SEC"). The obligations of ) or the New York Stock Exchange ("NYSE") which is applicable to the Offer, Purchaser to accept shall extend the Offer for paymentany such required period, and pay for(ii) at the initial Expiration Date or any later then-scheduled Expiration Date, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier Conditions (other than the 20th Minimum Condition) have not been satisfied or waived, Purchaser shall extend the Offer for successive extension periods of up to ten business day following days each until such conditions has been satisfied or waived, (iii) at the commencement initial Expiration Date or any later then-scheduled Expiration Date, the Minimum Condition is the only Offer Condition that has not been satisfied or waived, Purchaser shall extend the Offer for two successive extension periods of ten business days each in order to further seek to satisfy the Minimum Condition, (iv) the Regulatory Condition is satisfied or waived within five business days of the initial Expiration Date or any later then-scheduled Expiration Date and any other Offer Condition is not satisfied or waived at such Expiration Date, Purchaser shall extend the Offer for one extension period of five business days, and (determined using Rule 14d-1(g)(3v) under any Offer Condition is not satisfied or waived as of the Securities Exchange Act initial Expiration Date or any later then-scheduled Expiration Date, Purchaser may, in its sole discretion, elect to (but shall not be required to) extend the offer for one or more further successive extension periods of 1934 up to ten business days each. However, in no event is Purchaser required to extend the ("Exchange Act"))Offer beyond October 16, 2014. The Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except ; provided that, without the prior written consent of the Special CommitteeFusion-io, the Purchaser shall cannot (i) waive decrease the Minimum Condition Offer Price, (as defined in Exhibit A hereof),(iiii) reduce the price per share of Company Common Stock or change the form of consideration to be paid pursuant to in the Offer, (iii) decrease reduce the number of shares Shares sought pursuant to be purchased in the Offer, (iv) add to amend or modify the conditions set forth in Exhibit A Minimum Condition, (v) amend or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock Offer Condition (other than the Purchaser StockholdersMinimum Condition) in a manner that broadens such Offer Condition, adversely impacts Fusion-io's 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 provides for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 promulgated under the Exchange Act (or any extension thereof), (vi) impose conditions to the Offer that are in addition to the Offer Conditions or (vii) extend the Offer other than in a manner pursuant to, and in accordance with, the terms of the Merger Agreement. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—"Withdrawal Rights." However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. 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 if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, of not less than three nor greater than 20 business days providedto accept for payment any Shares if, howeverat the Expiration Date, that the Purchaser shall extend the Offer following its initial expiration upon the prior written request any of the Special Committee for such number of days as is necessary to satisfy the conditions of the 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 Purchaser shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration have not been satisfied. See Section 15—"Certain Conditions of the Offer." Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11—"The Merger Agreement; Other Agreements—Merger Agreement—Termination." Immediately following the purchase of Shares in the Offer, we expect to complete the Merger without a vote of the stockholders of Fusion-io pursuant to Section 251(h) of the DGCL. However, if Purchaser and any other subsidiary of Parent hold in the aggregate at least 90% of the issued and outstanding Shares following the consummation of the Offer, then the Merger will be completed without a vote of the Stockholders of Fusion-io pursuant to Section 253 of the DGCL. Fusion-io has provided us with Fusion-io's stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Fusion-io's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. As promptly as practicable after the date of this Agreement, but in no event later than five (5) business days following the public announcement of the execution of this Agreement, the Purchaser Merger Sub shall commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser Merger Sub to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit EXHIBIT A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 (the ("Exchange ActEXCHANGE ACT")). The Purchaser Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Special Committee, the Purchaser Merger Sub shall not (i) waive the Minimum Condition (as defined in Exhibit EXHIBIT A hereof),(iihereof), (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 EXHIBIT A or modify any condition set forth in Exhibit 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 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 (ii) make available a "subsequent offering period," in accordance with Rule 14d-11 of the SEC, of not less than three nor greater than 20 business days providedPROVIDED, howeverHOWEVER, that the Purchaser Merger Sub shall extend the Offer 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 the Offer set forth in Exhibit EXHIBIT A but in no event shall the Purchaser Merger Sub be required to extend the Offer later than December October 31, 2000. On the terms and subject only to the conditions of the Offer set forth in Exhibit EXHIBIT A, the Purchaser Merger Sub shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that the Purchaser Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer.

Terms of the Offer. As 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), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as practicable after permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of this Agreementthe termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), but the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in no event Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (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 (5) business days following (or such longer period as the public announcement Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the execution Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this Agreementsentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, the Purchaser shall commence not be required to extend the Offer within the meaning of beyond October 28, 2013. Subject to the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser expressly reserves the right to waive waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, except however, that, without the prior written consent of the Special CommitteeSteinway, the Purchaser shall cannot (i) waive the Minimum Condition (as defined in Exhibit A hereof),(ii) reduce the price per share number of Company Common Stock or change the form shares of consideration to be paid pursuant common stock subject to the Offer, (ii) reduce the Offer Price, (iii) decrease amend, modify or waive the number of shares sought pursuant to the OfferMinimum Tender Condition, (iv) add to the conditions set forth in Exhibit A Offer Table of Contents Conditions or amend, modify or supplement any condition set forth in Exhibit A Offer Condition in any manner adverse to the holders any holder of Company Common Stock (other than the Purchaser Stockholders) or common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders any holder of Company Common Stockcommon stock or (viii) provide any subsequent offering period. Notwithstanding the foregoingAny extension, the Purchaser maydelay, without the consent termination or amendment of the CompanyOffer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (iwhether before or after our acceptance for payment for Shares) extend for Shares or are unable to accept Shares for payment pursuant to the Offer for any period required by any rulereason, regulationthen, interpretation or position of the SEC or the staff thereof applicable without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (iithe “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. 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 if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) make available and 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. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period," period for the Offer. We expressly reserve the right, in accordance with Rule 14d-11 our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, of not less than three nor greater than 20 business days providedto accept for payment any Shares if, howeverat the Expiration Date, that the Purchaser shall extend the Offer following its initial expiration upon the prior written request any of the Special Committee for such number of days as is necessary to satisfy the conditions of the 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 Purchaser shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of