Common use of The Merger Agreement Clause in Contracts

The Merger Agreement. THE MERGER AGREEMENT The following is a summary of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and BEI in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies obtained, by following the procedures described in Section 10 (Certain Information Concerning OpticNet) of this Offer to Purchase. The Offer The Merger Agreement provides for the commencement of the Offer by the Purchaser. The Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Merger Agreement, of each of the conditions to the Offer that are described in Section 15 (Certain Conditions to the Offer) of this Offer to Purchase. Without OpticNet's prior written consent: (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Offer Price or the number of shares of OpticNet common stock sought to be purchased in the Offer, (C) imposes conditions to the Offer in addition to the Offer Conditions, or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date of the Offer beyond the initial Expiration Date of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the Offer. Notwithstanding anything to the contrary contained in the Merger Agreement, but subject to the parties' respective termination rights under the Merger Agreement: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the Offer from time to time for such period of time as the Purchaser reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule or regulation of the Securities and Exchange Commission applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of OpticNet common stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI is less than 90% of the number of shares of OpticNet common stock outstanding, then the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for an additional period of not more than twenty business days; and (iv) the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Merger Agreement further provides that, on the terms of and subject to the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered in the Offer and not withdrawn as soon as practicable after the Purchaser is permitted to do so under applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. Top-Up Option Pursuant to the Merger Agreement, BEI and Purchaser have an irrevocable option (the "Top-Up Option") to purchase from OpticNet, at a price per share equal to the Offer Price, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI at the time of exercise of the Top-Up Option, constitutes one share of OpticNet common stock more than 90% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by BEI or the Purchaser, in whole but not in part, at any time on or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides that, following the satisfaction or waiver of the conditions to the Merger described below under the caption "Conditions to the Merger", the Purchaser will be merged with and into OpticNet in accordance with the applicable provisions of Delaware law, and OpticNet will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser will cease.

The Merger Agreement. THE MERGER AGREEMENT The following is a summary of certain provisions of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference and a copy of which is filed attached hereto as an exhibit Annex A. The Offer. Pursuant to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and BEI in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies obtained, by following the procedures described in Section 10 (Certain Information Concerning OpticNet) of this Offer to Purchase. The Offer The Merger Agreement provides for the commencement of the Offer by the Purchaser. The Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Merger Agreement, of each the Purchaser is obligated to commence the Offer as promptly as practicable after the date of the Merger Agreement. On the terms and subject to the conditions of the Offer and the Merger Agreement, the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer that prior to the expiration of the Offer, or any extension of it. The obligations of the Purchaser to accept for payment, and pay for, the Shares are described subject to the conditions specified in "THE OFFER, Section 15 (Certain 12 -- Conditions to the Offer) ." The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of this the Offer to Purchase. Without OpticNet's prior written consent: except that, without the consent of the Special Committee, the Purchaser may not (i) waive the Minimum Condition may not be amended or waived; and (as defined below), (ii) no reduce the price per Share or change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (Biii) decreases the Offer Price or decrease the number of shares of OpticNet common stock Shares sought pursuant to be purchased in the Offer, (Civ) imposes add to the conditions set forth in "THE OFFER, Section 12 -- Conditions to the Offer" or modify any such condition in any manner adverse to the holders of Shares or (v) otherwise amend the Offer in addition any manner adverse to the Offer Conditions, or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date holders of the Offer beyond the initial Expiration Date of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the OfferShares. Notwithstanding anything to the contrary contained in the Merger Agreement, but subject to the parties' respective termination rights under the Merger Agreement: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waivedforegoing, the Purchaser may, in its discretion, subject to without the consent of OpticNetthe Company, (x) extend the Offer from time to time for such period of time as the Purchaser reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule rule, regulation, interpretation or regulation position of the Securities and Exchange Commission SEC or the staff thereof applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of OpticNet common stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI is less than 90% of the number of shares of OpticNet common stock outstanding, then the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for an additional period of not more than twenty business days; and (ivy) the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to provide for make available a "subsequent offering period (and one or more extensions thereof) period," in accordance with Rule 14d-11 of the SEC, of not less than three (3) nor greater than twenty (20) business days. The Purchaser is required under the Exchange ActMerger Agreement to 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 to the Offer set forth in "THE OFFER, Section 12 -- Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than December 31, 2000. The Merger. The Merger Agreement further provides that, on the terms of and subject to the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered in the Offer and not withdrawn as soon as practicable after the Purchaser is permitted to do so under applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. Top-Up Option Pursuant to the Merger Agreement, BEI and Purchaser have an irrevocable option (the "Top-Up Option") to purchase from OpticNet, at a price per share equal to the Offer Price, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI at the time of exercise of the Top-Up Option, constitutes one share of OpticNet common stock more than 90% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by BEI or the Purchaser, in whole but not in part, at any time on or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides thatset forth therein, following the satisfaction or waiver expiration of the conditions to the Merger described below under the caption "Conditions to the Merger"Offer, the Purchaser will be merged with and into OpticNet the Company in accordance with the applicable provisions of Delaware lawthe DGCL. Following the Merger, and OpticNet will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser shall cease, and the Company will ceasecontinue as the surviving corporation.

The Merger Agreement. THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF THE MERGER AGREEMENT. THE SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT The following WHICH IS INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ATTACHED HERETO AS ANNEX A. THE OFFER. Pursuant to the Merger Agreement, the Purchaser is a summary obligated to commence the Offer as promptly as practicable after the date of the Merger Agreement. The following summary does not purport to be a complete description of On the terms and subject to the conditions of the Merger Agreement Offer and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Tender Offer Statement on Schedule TO that has been filed with prior to the Securities and Exchange Commission by the Purchaser and BEI in connection with expiration of the Offer, and is incorporated in this Offer to Purchase by referenceor any extension of it. The Merger Agreement may be examinedobligations of the Purchaser to accept for payment, and copies obtainedpay for, by following the procedures described Shares are subject to the conditions specified in "THE OFFER, Section 10 (Certain Information Concerning OpticNet) of this 12--Conditions to the Offer." The Purchaser expressly reserves the right to waive any condition to the Offer to Purchase. The Offer The Merger Agreement provides for or modify the commencement terms of the Offer by except that, without the Purchaser. The Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Merger Agreement, of each consent of the conditions to Special Committee, the Offer that are described in Section 15 (Certain Conditions to the Offer) of this Offer to Purchase. Without OpticNet's prior written consent: Purchaser may not (i) waive the Minimum Condition may not be amended or waived; and Condition, (ii) no reduce the price per Share or change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (Biii) decreases the Offer Price or decrease the number of shares of OpticNet common stock Shares sought pursuant to be purchased in the Offer, (Civ) imposes add to the conditions set forth in "THE OFFER, Section 12--Conditions to the Offer" or modify any such condition in any manner adverse to the holders of Shares or (v) otherwise amend the Offer in addition any manner adverse to the Offer Conditions, or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date holders of the Offer beyond the initial Expiration Date of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the OfferShares. Notwithstanding anything to the contrary contained in the Merger Agreement, but subject to the parties' respective termination rights under the Merger Agreement: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waivedforegoing, the Purchaser may, in its discretion, subject to without the consent of OpticNetthe Company, (x) extend the Offer from time to time for such period of time as the Purchaser reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule rule, regulation, interpretation or regulation position of the Securities and Exchange Commission SEC or the staff thereof applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of OpticNet common stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI is less than 90% of the number of shares of OpticNet common stock outstanding, then the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for an additional period of not more than twenty business days; and (ivy) the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to provide for make available a "subsequent offering period (and one or more extensions thereof) period," in accordance with Rule 14d-11 under of the Exchange ActSEC, of not less than three nor greater than 20 business days, provided 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 to the Offer set forth in "THE OFFER, Section 12--Conditions to the Offer" but in no event shall the Purchaser be required to extend the Offer later than October 31, 2000. THE MERGER. The Merger Agreement further provides that, on the terms of and subject to the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered in the Offer and not withdrawn as soon as practicable after the Purchaser is permitted to do so under applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. Top-Up Option Pursuant to the Merger Agreement, BEI and Purchaser have an irrevocable option (the "Top-Up Option") to purchase from OpticNet, at a price per share equal to the Offer Price, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI at the time of exercise of the Top-Up Option, constitutes one share of OpticNet common stock more than 90% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by BEI or the Purchaser, in whole but not in part, at any time on or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides thatset forth therein, following the satisfaction or waiver expiration of the conditions to the Merger described below under the caption "Conditions to the Merger"Offer, the Purchaser will be merged with and into OpticNet the Company in accordance with the applicable provisions of Delaware lawthe DGCL. Following the Merger, and OpticNet will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser shall cease and the Company will ceasecontinue as the surviving corporation. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares, - each issued and outstanding share of capital stock of the Purchaser will be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation; and - each issued and outstanding Share immediately prior to the Effective Time (other than Shares owned by the Parent, the Purchaser or any other direct or indirect subsidiary of the Parent) shall be converted into the right to receive $13.00 in cash, or any higher price per Share paid pursuant to the Offer in cash (without interest). For a discussion of appraisal rights under the DGCL, see "SPECIAL FACTORS, Section 8--Dissenters' Rights."

The Merger Agreement. THE MERGER AGREEMENT The following is a summary of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the entire Merger Agreement, a copy of which is Purchaser has filed as an exhibit to the Tender Offer Statement on Schedule TO that Purchaser has been filed with the Securities SEC, which you may examine and Exchange Commission by the Purchaser copy as set forth in Section 9 — “Information Concerning Getinge and BEI in connection with the Purchaser.” The Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examinedprovides that Purchaser will commence the Offer promptly after September 15, 2008, and copies obtainedin any event on or prior to September 30, by following 2008 and that, upon the procedures described in Section 10 (Certain Information Concerning OpticNet) of this Offer to Purchase. The Offer The Merger Agreement provides for the commencement of the Offer by the Purchaser. The Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is terms and subject to the conditions of the Offer, including the prior satisfaction or waiver, if permitted under the Merger Agreement, of each waiver of the conditions to the Offer that are described as set forth in Section 15 (Certain 14 — “Conditions of the Offer,” Purchaser will purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer) of this Offer to Purchase. Without OpticNet's The Merger Agreement provides that, without the prior written consent: consent of Datascope, Purchaser will not (i) decrease the Minimum Condition may not be amended or waived; and Offer Price, (ii) no change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to payable in the Offer, (Biii) decreases reduce the Offer Price or the maximum number of shares of OpticNet common stock sought Shares to be purchased in the Offer, (Civ) imposes impose conditions to the Offer that are different from, or in addition to to, the Offer Conditions, or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date of the Offer beyond the initial Expiration Date of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the Offer. Notwithstanding anything to the contrary contained conditions set forth in the Merger Agreement, but subject to (v) waive the parties' respective termination rights under Minimum Condition as defined in the Merger Agreement: , (ivi) amend any of the conditions to the Offer set forth in the Merger Agreement in a manner adverse to the holders of the Shares or (vii) extend the expiration of the Offer in a manner other than as required by the Merger Agreement. Purchaser (a) shall, until at least June 15, 2009, extend the Offer for one or more periods of five (5) business days if, on at the then-scheduled Expiration Date, any date as of which the conditions of the Offer is scheduled to expire, any Offer Condition has have not been satisfied or waived, the Purchaser or (b) may, in its discretion, subject to without the consent of OpticNetDatascope, extend if all of the conditions of the Offer from time to time for such period of time as the Purchaser reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule or regulation of the Securities and Exchange Commission applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been are satisfied but the sum of the number of shares of OpticNet common stock Shares that have been validly tendered pursuant to the Offer (and not withdrawn) plus properly withdrawn in the number of shares of OpticNet common stock Offer, together with any Shares then owned by BEI or any wholly-owned subsidiary of BEI Getinge, is less than ninety percent (90% %) of the number of shares of OpticNet common stock outstandingoutstanding Shares, then the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for an additional period of not more than twenty business days; and (iv) the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to provide for commence a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under for three to twenty business days to acquire the Exchange Actremaining outstanding Shares. The Merger Agreement further provides that, on the terms of and subject to the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered in shall extend the Offer and not withdrawn as soon as practicable after the Purchaser is permitted to do so under for any period required by applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. Top-Up Option Pursuant to the Merger Agreementlaw, BEI and Purchaser have an irrevocable option (the "Top-Up Option") to purchase from OpticNetrule, at a price per share equal to the Offer Priceregulation, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI interpretation or any wholly-owned subsidiary of BEI at the time of exercise position of the Top-Up Option, constitutes one share of OpticNet common stock more than 90% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by BEI SEC (or the Purchaser, in whole but not in part, at any time on its staff) or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides that, following the satisfaction or waiver of the conditions to the Merger described below under the caption "Conditions to the Merger", the Purchaser will be merged with and into OpticNet in accordance with the applicable provisions of Delaware law, and OpticNet will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser will ceaseNASDAQ.

The Merger Agreement. THE MERGER AGREEMENT The following is a summary of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger AgreementAgreement itself, a copy of which is X.X. Xxxxxx and Purchaser have filed as an exhibit to the Tender Offer Statement on Schedule TO that has been 14 Table of Contents X.X. Xxxxxx and Purchaser have filed with the Securities Commission, which you may examine and Exchange Commission by the Purchaser copy as set forth in Section 8 — “Information Concerning Portec” and BEI in connection with the Section 9 — “Information Concerning X.X. Xxxxxx and Purchaser.” The Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examinedprovides that Purchaser will commence the Offer within ten business days of the date of the Merger Agreement, and copies obtainedthat, by following upon the procedures described terms and subject to prior satisfaction or waiver of the conditions of the Offer, as set forth in Section 10 (Certain Information Concerning OpticNet) 14 — “Conditions of this Offer the Offer”, Purchaser will purchase all Shares validly tendered and not withdrawn pursuant to Purchasethe Offer. The Offer The Merger Agreement provides for that, without the commencement of the Offer by the Purchaser. The Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Merger Agreement, of each of the conditions to the Offer that are described in Section 15 (Certain Conditions to the Offer) of this Offer to Purchase. Without OpticNet's prior written consent: consent of Portec, Purchaser will not (i) decrease the Minimum Condition may not be amended or waived; and Offer Price, (ii) no decrease the aggregate number of Company Common Shares sought, (iii) change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (Biv) decreases amend or waive the Offer Price or the number of shares of OpticNet common stock sought to be purchased in the OfferMinimum Condition, (Cv) imposes impose conditions to the Offer in addition to the Offer Conditions, or (D) except as otherwise permitted by those included in the Merger Agreement, extends (vi) except as provided in the proviso set forth below in this paragraph, extend the Offer, (vii) amend or waive the conditions set forth in clauses (ii)(a) and (b) of the conditions set forth in Section 14 — “Conditions of the Offer” or (viii) amend any other term or condition of the Offer in any manner which is adverse to the holders of Company Common Shares, it being agreed that a waiver by Purchaser of any condition in its discretion shall not be deemed to be adverse to the holders of Company Common Shares; provided that, if on any scheduled Expiration Date of the Offer beyond (as it may be extended in accordance with the initial Expiration Date terms of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the Offer. Notwithstanding anything to the contrary contained in the Merger Agreement), but subject all conditions to the parties' respective termination rights under the Merger Agreement: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has shall not have been satisfied or waived, the Purchaser may, in its discretion, subject to without the consent of OpticNetthe Company, (x) from time to time, extend the Offer from time to time for such period of time in increments as the determined by Purchaser reasonably determines to be reasonably necessary to permit cause such Offer Condition conditions to be satisfied; satisfied and (iiy) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule regulation, interpretation or regulation position of the Securities and Exchange Commission or the staff thereof applicable to the Offer; (iii) ifprovided, further, that, if on any date as scheduled Expiration Date of which the Offer is scheduled (as it may be extended in accordance with the terms of the Merger Agreement), all conditions to expirethe Offer shall not have been satisfied or waived, Portec may cause Purchaser to extend the Expiration Date by ten business days; provided, however, that the Expiration Date may not be extended more than once pursuant to such clause. Purchaser may also extend the Offer by no more than 20 business days if the Minimum Condition has been satisfied but the sum of the number of shares of OpticNet common stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI is less than 90% of the number of shares of OpticNet common stock outstanding, then the have been tendered. Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for an additional period of not more than twenty business days; and (iv) the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to may also provide for a subsequent offering period (and one or more extensions thereof) Subsequent Offering Period in accordance with Rule 14d-11 under of the Exchange Act. The Merger Agreement further provides that, on the terms of and subject to the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered in the Offer and not withdrawn as soon as practicable after the Purchaser is permitted to do so under applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. Top-Up Option Pursuant to the Merger Agreement, BEI and Purchaser have an irrevocable option (the "Top-Up Option") to purchase from OpticNet, at a price per share equal to the Offer Price, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI at the time of exercise of the Top-Up Option, constitutes one share of OpticNet common stock more than 90% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by BEI or the Purchaser, in whole but not in part, at any time on or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides that, following the satisfaction or waiver of the conditions to the Merger described below under the caption "Conditions to the Merger", the Purchaser will be merged with and into OpticNet in accordance with the applicable provisions of Delaware law, and OpticNet will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser will cease.

The Merger Agreement. THE MERGER AGREEMENT The following is a summary of the Merger Agreement. The following summary does not purport to be a complete description material provisions of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is has been filed as an exhibit to the Tender Offer Statement on Schedule TO that has been Alcatel Lucent, Parent and Purchaser have filed with the Securities and Exchange Commission SEC. This summary is qualified in its entirety by reference to the Purchaser and BEI in connection with the OfferMerger Agreement, and which is incorporated in this Offer to Purchase by referencereference herein. The Merger Agreement may be examined, examined and copies obtained, by following may be obtained in the procedures described manner set forth in Section 10 (9 — “Certain Information Concerning OpticNet) of this Offer to PurchasePurchaser, Parent and Alcatel Lucent.” The Offer. The Offer The Merger Agreement provides for the commencement of that Purchaser will commence the Offer by and that, upon the Purchaser. The Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is terms and subject to the prior satisfaction or waiver, if permitted under the Merger Agreement, of each waiver of the conditions to the Offer that are described in Section 15 — “Conditions to Purchaser’s Obligations” (Certain Conditions 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 pursuant to the Offer and not withdrawn by the Expiration Date. Purchaser expressly reserves the right from time to time, to waive any condition to the Offer) of this Offer ; provided that, pursuant to Purchase. Without OpticNet's the Merger Agreement, Purchaser has agreed that it will not, without the prior written consent: consent of the Company, (ia) the Minimum Condition may not be amended or waived; and (ii) no change may be made to decrease the Offer that (A) changes Price or change the form of consideration to be paid pursuant to in the Offer, (Bb) decreases the Offer Price or decrease the number of shares of OpticNet common stock Shares sought to be purchased in the Offer, (Cc) imposes amend or waive satisfaction of the Minimum Condition, except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition, (d) impose conditions to the Offer in addition to the Minimum Condition and the conditions to the Offer Conditions, or (D) except as otherwise permitted by set forth in Annex I of the Merger Agreement, extends the Expiration Date which are summarized in Section 15 — “Conditions to Purchaser’s Obligations,” in this Offer to Purchase or (e) cause any modification of the Offer beyond the initial Expiration Date of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the Offer. Notwithstanding anything to the contrary contained in the Merger Agreement, but subject to the parties' respective termination rights under the Merger Agreement: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the Offer from time to time for such period of time as the Purchaser reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule or regulation of the Securities and Exchange Commission applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of OpticNet common stock that have been validly tendered pursuant amendment to the Offer (and not withdrawn) plus the number of shares of OpticNet common stock owned by BEI that would require an extension or any wholly-owned subsidiary of BEI is less than 90% delay of the number of shares of OpticNet common stock outstanding, then the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for current Expiration Date (other than an additional period of not more than twenty business days; and (iv) the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Merger Agreement further provides that, on the terms of and subject to the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered increase in the Offer and not withdrawn as soon as practicable after the Purchaser is permitted to do so under applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. TopPrice or a one-Up Option Pursuant to the Merger Agreement, BEI and Purchaser have an irrevocable option (the "Top-Up Option") to purchase from OpticNet, at a price per share equal to the Offer Price, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI at the time of exercise of the Top-Up Option, constitutes one share of OpticNet common stock more than 90% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by BEI or the Purchaser, decrease in whole but not in part, at any time on or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides that, following condition to an amount not less than the satisfaction or waiver of the conditions to the Merger described below under the caption "Conditions to the Merger", the Purchaser will be merged with and into OpticNet in accordance with the applicable provisions of Delaware law, and OpticNet will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser will ceaseLowered Minimum Condition).

The Merger Agreement. THE MERGER AGREEMENT The following is a summary of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions certain provisions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with 14D-1 referred to in Section 18, is qualified in its entirety by reference to the Securities text of the Merger Agreement. Capitalized terms used in the following summary and Exchange Commission by the Purchaser and BEI in connection with the Offer, and is incorporated not otherwise defined in this Offer to Purchase by referenceshall have the meanings set forth in the Merger Agreement. The Offer. The Merger Agreement may be examinedprovides that the Purchaser will commence the Offer and that, upon the terms and copies obtainedsubject to the prior satisfaction or waiver of the conditions of the Offer, by following the procedures described in Section 10 (Certain Information Concerning OpticNet) of this Offer Purchaser will purchase all Shares validly tendered pursuant to Purchasethe Offer. The Offer The Merger Agreement provides for that, without the commencement written 22 consent of the Company, the Purchaser will not (i) reduce the number of Common Shares and Preferred Shares to be purchased in the Offer; (ii) reduce the Common Share Offer Price or the Preferred Share Offer Price, except as otherwise provided in the Merger Agreement; (iii) modify or add to the conditions of the Offer by in any manner that the PurchaserBoard of Trustees of the Company, in the exercise of its fiduciary obligations, determines to be adverse to the holders of Common Shares or Preferred Shares; (iv) except as provided in the Merger Agreement, extend the Offer; (v) change the form of consideration payable in the Offer; or (vi) amend any other term of the Offer in a manner that the Board of Trustees of the Company, in the exercise of its fiduciary obligations, determines to be adverse to the holders of Common Shares and Preferred Shares. The Merger Agreement provides that, notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (i) extend the Offer beyond the Expiration Date for a period not to exceed 20 business days, if at the Expiration Date any of the conditions to the Purchaser's obligation to accept for payment shares of OpticNet common stock that are tendered in the Offer is subject to the satisfaction or waiverpayment, if permitted under the Merger Agreementand pay for, of each of the conditions to the Offer that are described in Section 15 (Certain Conditions to the Offer) of this Offer to Purchase. Without OpticNet's prior written consent: (i) the Minimum Condition may Common Shares and Preferred Shares shall not be amended satisfied or waived, until such time as such conditions are satisfied or waived; and or (ii) no change may be made to extend the Offer that (A) changes for any period required by any rule, regulation, interpretation or position of the form of consideration to be paid pursuant to the Offer, (B) decreases the Offer Price Commission or the number of shares of OpticNet common stock sought staff thereof applicable to be purchased in the Offer, (C) imposes conditions to the Offer in addition to the Offer Conditions, or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date of the Offer beyond the initial Expiration Date of the Offer. The Offer is initially scheduled to expire 20 business days following the date of the commencement of the OfferMerger. Notwithstanding anything to the contrary contained in the Merger Agreement, but subject to the parties' respective termination rights under the Merger Agreement: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the Offer from time to time for such period of time as the Purchaser reasonably determines to be necessary to permit such Offer Condition to be satisfied; (ii) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule or regulation of the Securities and Exchange Commission applicable to the Offer; (iii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of OpticNet common stock that have been validly tendered pursuant to the Offer (and not withdrawn) plus the number of shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI is less than 90% of the number of shares of OpticNet common stock outstanding, then the Purchaser may, in its discretion, subject to the consent of OpticNet, extend the offer for an additional period of not more than twenty business days; and (iv) the Purchaser may, in its discretion, subject to the consent of OpticNet, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Merger Agreement further provides that, on the terms of and subject to the conditions to the Offer, BEI must cause the Purchaser to accept for payment all the shares of OpticNet common stock that are validly tendered in the Offer and not withdrawn as soon as practicable after the Purchaser is permitted to do so under applicable legal requirements and BEI must cause the Purchaser to pay for such shares promptly thereafter. Top-Up Option Pursuant to the Merger Agreement, BEI and Purchaser have an irrevocable option (the "Top-Up Option") to purchase from OpticNet, at a price per share equal to the Offer Price, a number of shares of OpticNet common stock (the "Top-Up Option Shares") that, when added to the number of any outstanding shares of OpticNet common stock owned by BEI or any wholly-owned subsidiary of BEI at the time of exercise of the Top-Up Option, constitutes one share of OpticNet common stock more than 90% of the number of shares of OpticNet common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by BEI or the Purchaser, in whole but not in part, at any time on or after the first date on which Purchaser accepts any shares of OpticNet common stock for payment pursuant to the Offer (the "Acceptance Date"), but only if the Minimum Condition has been met. The Merger The Merger Agreement provides that, following the satisfaction or waiver consummation of the conditions Offer and subject to the Merger described below under terms and conditions thereof, at the caption "Conditions to the Merger", Effective Time the Purchaser will shall be merged with and into OpticNet in accordance with the applicable provisions Company and, as a result of Delaware lawthe Merger, and OpticNet will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser will shall cease., and the Company shall continue as the Surviving Corporation and a wholly-owned subsidiary of EastGroup. The respective obligations of EastGroup and the Purchaser, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction at or prior to the Effective Time of each of the following conditions: (i) the Merger Agreement shall have been approved by the requisite vote of the shareholders, if required by applicable law, in order to consummate the Merger; (ii) no temporary restraining order, preliminary or permanent injunction or other order by any United States federal or state court or governmental body which prohibits the consummation of the transactions contemplated by the Merger Agreement shall have been issued; provided, however, that the Purchaser, EastGroup and the Company shall have used all reasonable efforts to have such order or injunction vacated or reversed; and (iii) if applicable, the waiting period under the HSR Act shall have expired or shall have been terminated. At the Effective Time of the Merger, each Preferred Share issued and outstanding (other than Dissenting Shares representing Preferred Shares and those Preferred Shares held by the Company, any subsidiary of the Company, EastGroup or the Purchaser which are to be canceled pursuant to the Merger Agreement) shall be converted into the right to receive in cash, without interest, the price per Preferred Share paid pursuant to the Offer (the "Preferred Merger Price"). At the Effective Time of the Merger, each Common Share issued and outstanding (other than Dissenting Shares representing Common Shares and those Common Shares held by the Company, any subsidiary of the Company, EastGroup or the Purchaser which are to be canceled pursuant to the Merger Agreement) shall be converted into the right to receive in cash, without interest, the price per Common Share paid pursuant to the Offer (the "Common Merger Price"). Also as of the Effective Time, each issued and outstanding share of the capital stock of the Purchaser shall be converted into and become one fully paid and nonassessable common share, $0.001 par value per share, of the Surviving Corporation. The Company's Board of Trustees. The Merger Agreement provides that promptly upon the purchase by the Purchaser or EastGroup of Preferred Shares and Common Shares pursuant to the Offer, EastGroup shall be entitled to designate three persons to serve as trustees on the Company's Board of Trustees, subject to compliance with Section 14(f) of the Exchange Act, if applicable. At such time, if requested by EastGroup, the 23