Common use of The Offer Clause in Contracts

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer as promptly as practicable but in no event later than July 15, 2005, Buyer shall, and Parent shall cause Buyer to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “OfferSEC”) ). The obligations of Buyer to, and of Parent to purchase all cause Buyer to, accept for payment, and pay for, any shares of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Company Common Stock tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. Exhibit A. The term “Offer” shall include initial expiration date of the Offer as it may shall be amendedthe 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the SEC). Buyer expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza except that, without the consent of the Company, Buyer shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A, (v) extend the Offer (except as required by Securities Laws or Laws. The Offer shall be prepared set forth in the English languagefollowing two sentences), (vi) change the form of consideration payable in the Offer or (vii) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock (it being agreed that a waiver by Buyer of any condition, in its sole discretion, shall not be deemed to be adverse to the holders of Company Common Stock). Notwithstanding the foregoing, Buyer may, but shall not be obligated to, without the consent of the Company, (i) extend the Offer may provide that if, at the scheduled expiration date of the Offer, any of the conditions to Buyer’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, in increments of not more than five business days each, (ii) 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 (iii) extend the Offer for a period of time not to exceed ten business days if, at the scheduled expiration date of the Offer, the Board of Directors of the Company shall have withdrawn, qualified or modified, or proposed publicly to withdraw, qualify or modify, its approval or recommendation of the Offer or the Merger (any extension pursuant to this sentence being a “Parent Extension”). In addition, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is only being made not satisfied, Buyer shall, and Parent shall cause Buyer to, extend the Offer at the request of the Company for not less than 20 business days; provided that Parent and Buyer shall not be obligated to extend the Offer beyond the Outside Date. In addition, Buyer may and, if requested by the Company, Buyer shall, make available a “subsequent offering period”, in jurisdictions where permitted by applicable lawaccordance with Rule 14d-11 of the SEC, of not less than 10 business days. The Offeror shall provide Caza, its counsel On the terms and its financial advisors with a draft copy subject to the conditions of the Offer Documents prior and this Agreement, Buyer shall, and Parent shall cause Buyer to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to their finalization and mailing for their review and commentthe Offer promptly after the expiration of the Offer. Notwithstanding the foregoing, the Offer may provide that if at any time consummation of the Offer is only being made not practicable due to (A) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require over-the-counter market or (B) the filing declaration of any prospectus, registration statement banking moratorium or similar document any suspension of payments in respect of banks or any material limitation (whether or not mandatory) on the extension of credit by the Offeror, result lending institutions in the imposition United States, consummation of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares Offer will be issued. Any holder of Caza Shares that would otherwise be entitled delayed until such time as such events no longer make it impracticable to a fractional Offeror Share will be entitled to receive consummate the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as practicable but in no event later than five business days after the date hereof, Sub shall, and Parent shall cause Sub to, amend the Offer Documents (as so amended, the “Amended Offer Documents”) and file with the Securities and Exchange Commission (the “OfferSEC”) the Amended Offer Documents; provided, however, that the obligation of Sub to, and of Parent to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of cause Sub to, commence the Offer and prior accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be is subject only to the conditions set forth in Schedule A hereto Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The initial expiration date of the Offer (the “Expiration Date”) shall be the 20th business day following the commencement of the Offer (determined pursuant to Rules 14d-1 and such other conditions as mutually agreed to 14d-2 promulgated by the parties SEC). Sub expressly reserves the right to modify the terms and conditions of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock sought to be purchased in writing. The term “the Offer” shall include , (ii) reduce the Offer Price, (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the conditions set forth in Annex 1, (v) except as it may be amendedprovided in the next sentence, varied extend the Offer, (vi) change the form of consideration payable in the Offer or extended (vii) amend any other condition of the Offer in any manner adverse to the Company’s stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any of the conditions to Sub’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation, position or request of the SEC or the staff thereof applicable to the Offer and (C) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC). Without limiting the right of Sub to extend the Offer, in the event that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the date that is 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the Offer is not capable of being satisfied on or prior to the date specified in Section 9.01(b)(ii)(B), provided that such inability to satisfy such condition is not due to any failure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with this Agreementits terms and (z) the date specified in Section 9.01(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. The Offeror On the terms and Caza shall cooperate in making on a timely basis any filings with respect subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy conditions of the Offer Documents prior and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment shares of Company Common Stock tendered as soon as it is legally permitted to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with do so under applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedLaw.

The Offer. (a) The Offeror So long as none of the events set forth in clauses (a) through (i) of Annex I hereto ("conditions to the Offer") shall have occurred or exist, the Purchaser shall, subject to and Parent shall cause the terms and conditions Purchaser to, commence (within the meaning of this AgreementRule 14d-2(a) of the Securities Exchange Act of 1934, make an offer as amended (the “Offer”"Exchange Act")) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable after the date of hereof, but in any event not later than June 14, 1999, the Offer and prior for all outstanding Shares at the Offer Price, net to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Shareseller in cash. The initial expiration date for the Offer shall be made the twentieth business day from and after the date the Offer is commenced, 5 including the date of commencement as the first business day in accordance with this AgreementRule 14d-2 under the Exchange Act. As promptly as practicable, the Purchaser shall file with the Securities Laws and applicable LawExchange Commission (the "SEC" or the "Commission") the Purchaser's Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, and the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction or waiver of the conditions to the Offer. Without the prior written consent of the Company, the Purchaser shall not decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, change the conditions to the Offer, waive or reduce the Minimum Condition (as defined in Annex I), impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares; provided, however, that if all of the conditions to the Offer are then satisfied or waived, the Parent, in order to permit the Merger to become effective without a meeting of Shareholders in accordance with Section 14A:10-5.1 of the New Jersey Act, shall have the right (i) to extend the Offer for a period or periods aggregating up to ten business days from the then effective expiration date and (ii) thereafter to extend the Offer with the prior written consent of the Company; provided, further, that if Parent elects to extend the Offer pursuant to clause (i) above, Parent and the Purchaser shall be deemed to have permanently and irrevocably waived all of the conditions to the Offer (other than the Minimum Condition and the conditions set forth in Schedule A hereto clause (a) of the conditions to the Offer) and such other provided, further, that Parent may extend the Offer to the extent any conditions as mutually agreed to by the parties in writingOffer have not been satisfied on the applicable expiration date. The term “Offer” shall include Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer as it may be amendedof any expiration date, varied or extended in accordance with this Agreement. The Offeror Parent will accept for payment and Caza shall cooperate in making on a timely basis any filings with respect pay for all Shares validly tendered and not withdrawn pursuant to the Offer, including amendments thereafter Offer as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy soon as practicable after such expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) The Offeror shallAs promptly as practicable (but in no event later than five business days following the public announcement of the execution hereof), subject Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the"Exchange Act"), an offer to the terms and conditions of this Agreement, make an offer (the “Offer”) Company's stockholders to purchase all of the Company's outstanding Caza shares of common stock, par value $0.50 per share (the "Shares"), at a price of $19.00 per Share, net to each seller in cash (as such offer may be amended in accordance with the terms of this Agreement, the "Offer"), subject to the conditions set forth in Annex A hereto. Purchaser will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer, (including iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Parent or Purchaser in their sole discretion may waive any Caza of the conditions to the Offer other than the condition ("Minimum Condition") set forth in clause (1) of the second paragraph of Annex A, which may not be waived without the Company's prior written consent, or (v) make any other change in the terms or conditions of the Offer that is materially adverse to the holders of Shares. Purchaser will, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for all Shares that are issued validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided that, Purchaser (i) shall extend the Offer if at the scheduled expiration date of the Offer any of the conditions set forth in Annex A shall not be satisfied or waived, provided the extension shall be no longer than reasonably necessary to satisfy such condition, (ii) shall extend the Offer for any period required by any rule, regulation, interpretation, or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (iii) may extend the Offer up to the tenth business day beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. The initial expiration date of the Offer shall be January 15, 1999. The Company agrees that no Shares held by the Company will be tendered to Purchaser pursuant to the Offer; provided, that Shares held beneficially or of record by any plan, program or arrangement sponsored or maintained for the benefit of employees of the Company shall not be deemed to be held by the Company, regardless of whether the Company has, directly or indirectly, the power to vote or control the disposition of such Shares. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for Shares validly tendered on or prior to the Expiry Time on expiration of the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and not withdrawn shall be subject only to the conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedhereto.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer (as promptly as practicable but in no event later than five business days after the “Offer”) to purchase all announcement of the outstanding Caza Shares (including execution of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub to and of Parent to cause Sub to, accept for payment, and pay for, any Caza Shares that are issued after the date shares of the Offer and prior Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Exhibit A attached hereto and such to the other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with of this Agreement. The Offeror Sub expressly reserves the right to modify the terms of the Offer and Caza to waive any condition of the Offer, except that, without the consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Common Stock subject to the Offer, including amendments thereafter (ii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A or otherwise amend the Offer in any manner materially adverse to the Company's stockholders, (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext two sentences, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer may provide that for a period of not more than 10 business days beyond the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy initial expiration date of the Offer Documents prior (which initial expiration date shall be 20 business days following commencement of the Offer), if on the date of such extension less than 90% of the outstanding shares of Common Stock have been validly tendered and not properly withdrawn pursuant to their finalization and mailing for their review and comment. Notwithstanding the foregoingOffer, (ii) extend the Offer may provide that from time to time if at the initial expiration date or any extension thereof the Minimum Tender Condition (as defined in Exhibit A) or any of the other conditions to Sub's obligation to purchase shares of Common Stock set forth in paragraphs (a), (b) and (e) of Exhibit A shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iii) extend the Offer is only being made in jurisdictions where permitted for any period required by any rule, regulation, interpretation or position of the Securities and that Exchange Commission (the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with "SEC") or the staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder Offer and (iv) extend the Offer for any reason for a period of Caza Shares not more than 10 business days beyond the latest expiration date that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number permitted under clause (i), (ii) or (iii) of Caza Sharesthis sentence. In calculating such fractional interestaddition, Sub shall at the request of the Company extend the Offer for five business days if at any scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase shares of Common Stock shall not be satisfied; provided, however, that Sub shall not be required to extend the Offer beyond December 31, 1997. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all Caza Shares held by a registered holder shall be aggregatedshares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, subject as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the terms "Exchange Act")) and conditions of this Agreement, make will in good faith pursue an exchange offer (the “"Offer”") to purchase acquire all of the issued and outstanding Caza Shares Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (including the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any Caza Shares that are issued after greater amount per Old Notes paid pursuant to the date Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and prior to accept for exchange Old Notes tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingAnnex C hereto. The term “Offer” Company shall include not waive any such condition or make any changes in the terms and conditions of the Offer as it without the consent of the Holders; provided, however, the Company may be amended, varied waive any condition or extended amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings nature with respect to the Offer, including amendments thereafter as and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities Laws and Exchange Commission (the "SEC") or Lawsthe staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be prepared conducted in the English language. Notwithstanding the foregoing, the Offer may provide a manner that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy will make it exempt from registration under Section 3(a)(9) of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding Securities Act of 1933, as amended (the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated"Securities Act").

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, subject and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms and conditions of this AgreementAgreement (as so amended, make an offer (including any amendments thereto, the “OfferAmended Offer Documents”) ). The Amended Offer Documents shall include the Offer to purchase all of outstanding Shares at the outstanding Caza Shares (including any Caza Shares that are issued after the Offer Price. The expiration date of the Offer and prior pursuant to the Expiry Time on Amended Offer Documents shall be no sooner than the exercise or surrender tenth Business Day following (and including the day of) the initial filing of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareAmended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be made subject to only those conditions set forth in accordance with this AgreementAnnex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, Securities Laws and applicable Lawexcept that, and without the prior written consent of the Company, Purchaser shall be subject only not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect manner adverse to the Offerholders of Shares, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in (F) extend the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the foregoing, terms or conditions of the Offer may provide that which is adverse to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof and that none of the events set forth in clause (2) of Exhibit A hereto shall have occurred or be existing, subject Parent shall cause Sub promptly (but in no event later than five business days following the public announcement of the terms of this Agreement) to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) an offer to purchase all outstanding shares of common stock of the Company, par value $.01 per share (the "SHARES"), at a price of $5.25 per Share, net to the seller in cash (the "OFFER"). Subject to the satisfaction of the Offer Conditions (as defined below) and the terms and conditions of this Agreement, make an offer Sub shall, and Parent shall cause Sub to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable under applicable law. The obligation of Sub to consummate the Offer and to accept for payment and to pay for any Shares tendered pursuant thereto shall be subject to only those conditions set forth in Exhibit A hereto (the “Offer”) to purchase all "OFFER CONDITIONS"), which may be asserted by Parent or Sub regardless of the outstanding Caza circumstances giving rise to any such condition, or (except as set forth below with respect to the Minimum Condition (as defined in Exhibit A)) waived by Parent or Sub, in whole or in part, at any time and from time to time in their sole discretion. The Company agrees that no Shares held by the Company or any of its Subsidiaries (including as defined in Section 9.11 hereof) will be tendered to Sub pursuant to the Offer. Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer (except as otherwise set forth in Section 1.01(c) hereof), (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer (provided, that Parent or Sub in their sole discretion may waive any Caza Shares that are issued after of the date conditions to the Offer other than the Minimum Condition) or (v) make any other change in the terms or conditions of the Offer and prior which is materially adverse to the Expiry Time on holders of the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareShares. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to If the conditions set forth in Schedule Exhibit A hereto and such other conditions are satisfied as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis of any filings with respect to scheduled expiration date of the Offer, including amendments thereafter Sub may extend the Offer for up to ten business days in the aggregate, and may extend the Offer for a longer period with the prior written consent of the Company or as required by Securities Laws law. If the conditions set forth in Exhibit A are not satisfied or, to the extent permitted by this Agreement, waived by Parent or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoingSub as of any scheduled expiration date, Sub may extend the Offer may provide from time to time (but not beyond the date that is fifty business days from the date hereof) and, in any event, upon the written request of the Company, Sub will extend the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy from time to time until the earlier of the consummation of the Offer Documents prior or forty business days from the date hereof (provided, that Sub shall not be obligated to their finalization and mailing for their review and comment. Notwithstanding make any such extension if (i) it reasonably determines that all such conditions are not likely to be satisfied by such date or (ii) it shall then have the foregoingright to terminate this Agreement, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed pursuant to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedits terms).

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events or circumstances set forth in Annex A hereto shall have occurred or be existing, Purchaser agrees to, and Parent agrees to cause Purchaser to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the first public announcement of the execution hereof. Parent and Purchaser agree that the right and obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the conditions (the "Offer Conditions") that (i) the number of Shares validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute at least 51% of the then outstanding Shares determined on a fully diluted basis (assuming the exercise of all options to purchase Shares and the conversion or exchange of all securities convertible or exchangeable into Shares but not assuming the conversion of the Nonvoting Shares into Shares) at the expiration of the Offer (the "Minimum Condition") and (ii) the other conditions set forth in Annex A shall have been satisfied. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that Parent and Purchaser agree that no change may be made without the consent of the Company which decreases the Offer Price, which changes the form of consideration to be paid in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which alters the terms of the Minimum Condition, which waives the Minimum Condition, which otherwise modifies or amends the conditions to the Offer or any other term of the Offer in a manner that is adverse to the holders of the Shares or Nonvoting Shares, which imposes conditions to the Offer in addition to those set forth in Annex A hereto or, except as provided in the next sentence, which extends the expiration date of the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, so long as this Agreement has not been terminated in accordance with its terms, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (iii) if all Offer Conditions are satisfied or waived but the number of Shares tendered is at least equal to 85%, but less than 90%, of the then outstanding number of Shares, extend the Offer for any reason on one or more occasions for an aggregate period of not more than five business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence and (iv) extend the Offer until July 2, 1999 unless (A) the event of default which would arise under Section 8.1(j) of the Loan Agreement (as defined below) because of Purchaser's purchase of Shares pursuant to the Offer has been waived or (B) the termination fee under Section 10.2(e) of the Loan Agreement has been reduced to $1.25 million or less (provided, that if Purchaser extends the Offer pursuant to this clause (iv), Purchaser shall be deemed to have irrevocably waived the condition set forth in paragraph (d) of Annex A, insofar as such paragraph relates to representations and warranties of the Company, and the condition set forth in paragraph (e) of Annex A), in the case of each of clauses (i) through (iv), subject in each case to the right of Parent, Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Purchaser agree that if at any scheduled expiration date of the Offer, the Minimum Condition, the HSR Condition (as defined in Annex A) or the condition set forth in paragraph (d) of Annex A shall not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (e), (f), (g) and (h) shall then be satisfied, at the request of the Company (confirmed in writing), Purchaser shall extend the Offer from time to time, subject to the right of Parent, Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, make an offer (Purchaser shall, and Parent shall cause Purchaser to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the “Offer”) Offer that Purchaser becomes obligated to purchase all accept for payment and pay for, pursuant to the Offer as soon as practicable after the expiration of the outstanding Caza Offer, and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act. The Offer Price shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for Shares (including any Caza Shares that are issued after validly tendered on or prior to the date expiration of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and not withdrawn shall be subject only to the conditions set forth in Schedule A hereto Offer Conditions. Parent shall not, and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include cause Purchaser not to, cause the Offer as it may be amended, varied to expire unless Parent terminates this Agreement prior to or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the date of the expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex I hereto shall have occurred and be existing, as promptly as practicable (but in no event later than five business days from the date hereof) Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act")), and Parent shall cause the Purchaser to commence and shall provide adequate financing for, an offer to purchase all outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of the Company (which shall include the Shares held pursuant to the Escrow Agreement referenced in Section 5.2 hereof), including the associated Preferred Stock Purchase Rights issued pursuant to the Rights Agreement dated as of August 8, 1986, as amended (the "Rights Agreement") between the Company and Chemical Bank, as Rights Agent (the "Rights"), at a price of $23.00 per Share net to the seller in cash (the "Offer") and, subject to the terms and conditions of this Agreementthe Offer, make an offer (shall use all reasonable efforts to consummate the “Offer”) . Except where the context otherwise requires, all references herein to purchase all the Shares shall include the associated Rights. The obligation of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Purchaser to consummate the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share accept for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws payment and applicable Law, and to pay for any Shares tendered pursuant thereto shall be subject to only to those conditions set forth in Annex I hereto. The parties agree that, except for the Minimum Condition, the conditions set forth in Schedule A hereto Annex I are for the sole benefit of the Purchaser and such other conditions as mutually agreed to may be asserted by the parties Purchaser regardless of the circumstances giving rise to any such condition or, except as provided in writing. The term “Offer” shall include the Offer as it this Agreement, may be amendedwaived by the Purchaser, varied in whole or extended in accordance with part, at any time and from time to time in its sole discretion, in each case subject to the terms of this Agreement. The Offeror and Caza shall cooperate in making on failure by the Purchaser at any time to exercise any of the foregoing rights will not be deemed a timely basis waiver of any filings such right, the waiver of any such right with respect to the Offerparticular facts and circumstances will not be deemed a waiver with respect to other facts or circumstances, including amendments thereafter as required by Securities Laws or Lawsand each such right will be deemed an ongoing right that may be asserted at any time and from time to time. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide Company agrees that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or its subsidiaries will be aggregatedtendered in the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events or conditions set forth in Annex A shall have occurred and be existing and shall not have been waived by Parent (the conditions set forth in Annex A, the “Tender Offer Conditions”), Purchaser shall commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer as promptly as practicable and in any event within ten (10) business days after the date hereof. The Offeror shallobligation of Purchaser to accept for payment Shares validly tendered pursuant to the Offer and to pay the Per Share Amount for each such tendered and not subsequently withdrawn Share shall be subject only to the Tender Offer Conditions. Purchaser expressly reserves the right to waive any such condition, subject to increase the Per Share Amount payable in the Offer, and to make any other changes to the terms and conditions of this Agreementthe Offer; provided, make an offer (however, that without the “Offer”) to purchase all prior written consent of the outstanding Caza Company (i) the Minimum Condition (as defined in Annex A) may not be waived and (ii) no change may be made that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Per Share Amount payable in the Offer, (C) reduces the maximum number of Shares to be purchased in the Offer, (including any Caza Shares that are issued after the date of D) imposes conditions to the Offer and prior in addition to the Expiry Time on the exercise those set forth in Annex A hereto, or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to (E) amends the conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect manner materially adverse to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Parent shall cause Sub to, and Sub shall, subject commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer no later than May 18, 2009 (the date on which the Offer is commenced being referred to herein as the “Commencement Date”). The obligations of Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date expiration of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall (as it may be made extended in accordance with requirements of this Agreement, Securities Laws and applicable Law, and Section 1.1(a)) shall be subject only to the conditions set forth in Schedule A Annex I hereto and such other conditions as mutually agreed (the “Offer Conditions”). Subject to the prior satisfaction or, to the extent permitted, waiver by the parties in writing. The term “Offer” shall include Parent or Sub of the Offer as it may be amendedConditions, varied or extended Parent shall cause Sub to, and Sub shall, consummate the Offer in accordance with this Agreement. The Offeror its terms and Caza shall cooperate in making on a timely basis any filings with respect accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer, including amendments thereafter Offer and pay the Offer Price in exchange for each such Share promptly following such acceptance in compliance with Rule 14e-1(c) of the Exchange Act (the time at which Sub first accepts any Shares for payment pursuant to the Offer being referred to herein as required by Securities Laws or Lawsthe “Acceptance Time”). The Offer shall be prepared made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in the English language. Notwithstanding the foregoing, this Agreement and the Offer may provide that Conditions. Parent expressly reserves the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy right to waive any of the Offer Documents prior Conditions, to their finalization and mailing for their review and comment. Notwithstanding the foregoing, increase the Offer may provide Price and to make any other changes in the terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, without the prior written consent of the Company (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof), (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares sought in the Offer, (iv) waive or change the Minimum Condition, (v) impose additional conditions to the Offer or amend any of the Offer Conditions so as to broaden the scope of such Offer Condition, (vi) extend the Offer beyond a date that is only being made twenty-one (21) business days after commencement of the Offer or the last extension (in jurisdictions where permitted accordance with this Section 1.1), if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth in Sections 1.1(b) and that 1.1(c), or (vii) otherwise amend any other term or condition of the Offeror Shares shall only be distributed Offer in a manner materially adverse to the holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this ---------- Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable but in no event later than five business days after the date of the Offer public announcement by Parent and prior to the Expiry Time on the exercise or surrender Company of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawSub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by (the parties in writing. The term “Offer” shall include the "Offer as it Conditions") (any of which may be amendedwaived in whole or in part by Sub in its sole discretion, varied or extended except that, unless a Takeover Proposal (as defined in accordance with this AgreementSection 6.02(a)) shall have been made after the date hereof, Sub shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the Company). The Offeror and Caza Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend the Offer Conditions or any other term of the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, Sub may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy (i) extend the Offer, if at the scheduled or extended expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, any of the Offer may provide that Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer is only being made in jurisdictions where permitted for any period required by any rule, regulation, interpretation or position of the Securities and that Exchange Commission (the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with "SEC") or the staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of Caza Shares not more than 15 business days beyond the latest expiration date that would otherwise be entitled permitted under clause (i) or (ii) of this sentence, in each case subject to a fractional Offeror Share will the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition, the HSR Condition (as defined in Exhibit A) or either of the conditions set forth in paragraphs (e) or (f) of Exhibit A shall not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (d) and (g) shall then be entitled satisfied, at the request of the Company (confirmed in writing), Sub shall extend the Offer from time to receive time, subject to the nearest whole number right of Caza SharesParent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. In calculating such fractional interestSubject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Caza Shares held by a registered holder shall be aggregatedvalidly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events described in any of paragraphs (a) or (b) of Annex III hereto have occurred and be continuing (unless waived by Parent or Sub), Sub shall, subject and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer within ten (10) business days following the date hereof. The obligations of Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date expiration of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall (as it may be made extended in accordance with requirements of this Agreement, Securities Laws and applicable Law, and Section 1.1(a)) shall be subject only to the conditions set forth in Schedule A hereto Annex III hereto. Subject to the prior satisfaction or waiver by Parent or Sub of conditions set forth in Annex III hereto, Sub shall, and such other conditions as mutually agreed to by the parties in writing. The term “Offer” Parent shall include cause Sub to, consummate the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror its terms and Caza shall cooperate in making on a timely basis any filings with respect accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the conditions set forth in Annex III hereto. Parent expressly reserves the right to waive any of such conditions, to increase the Offer Price and to make any other changes in the English languageterms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, decrease the Offer Price or change the form of consideration in which any component of the Offer Price is payable, decrease the number of Shares sought in the Offer, waive or change the Minimum Condition (as defined in Annex III hereto), modify or amend any of the conditions set forth in Annex III hereto or otherwise modify or amend any other term or condition of the Offer, in each case in any manner adverse to the holders of the Company Common Stock, impose any conditions to the Offer that are not set forth on Annex III hereto, or extend the Offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension (as permitted in accordance with this Section 1.1), if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth below, in each case without the prior written consent of the Company (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, but subject to the parties’ respective rights to terminate this Agreement in accordance with Section 8.1, Sub shall, upon the written request of the Company at least one business day before the then-scheduled expiration date, and may, without the consent of the Company, (i) extend the Offer beyond the initial expiration date if, at any scheduled (or extended) expiration of the Offer, any of the conditions set forth in Annex III hereto (other than the Minimum Condition) shall not be satisfied or waived for up to two periods of not more than ten (10) business days per extension, (ii) from time to time, extend the Offer if at the scheduled or extended Expiration Date the Minimum Condition is not satisfied, for up to two periods of ten (10) business days per extension or (iii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (“SEC”), or the staff thereof, applicable to the Offer. In addition to the foregoing and excluded from any such limitations, Sub also may provide that a “subsequent offering period” in accordance with Rule 14d-11 under the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedExchange Act.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 7, as promptly as reasonably practicable, and in any event no later than July 25, 2022 (subject to the terms Company having timely provided any information required to be provided by it pursuant to Section 1.2), Purchaser shall, and conditions Parent shall cause Purchaser to, commence (within the meaning of this AgreementRule 14d-2 under the Exchange Act) the Offer. The obligations of Purchaser, make an offer (the “Offer”) and of Parent to purchase all of the outstanding Caza cause Purchaser, to accept for payment and pay for any Shares (including any Caza Shares that are issued after the date of the Offer and prior tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made subject to (i) the satisfaction of the Minimum Condition (as defined in accordance Exhibit D hereto) and (ii) the satisfaction or waiver by Purchaser of each of the other conditions set forth in Exhibit D hereto (together with this Agreementthe Minimum Condition, Securities Laws the “Offer Conditions”). The obligation of Purchaser to accept for payment shares of the Shares (other than Excluded Shares) validly tendered (and applicable Law, and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). Purchaser expressly reserves the right, in its sole discretion, to (A) increase the Offer Price by increasing the Cash Consideration, (B) waive any Offer Condition or (C) amend, modify or supplement any of the other terms or conditions of the Offer prior to the Acceptance Time to the extent not inconsistent with the terms of this Agreement, except that, unless otherwise provided by this Agreement, without the consent of the Company, Purchaser shall not (1) reduce the Offer Price or increase the Offer Price by an increment of less than $0.25 per share, (2) change the form of consideration payable in the Offer, (3) reduce the number of Shares sought to be purchased in the Offer, (4) waive, amend or change the Minimum Condition or the condition set forth in Schedule A hereto and such other conditions as mutually agreed clause (g) of Exhibit D, (5) add to by the parties in writing. The term “Offer” shall include the Offer Conditions, (6) extend the expiration of the Offer except as it may required or permitted by Section 1.1(b), (7) provide for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (8) amend, modify or supplement any Offer Condition or any term of the Offer set forth in this Agreement in a manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be amendedexpected to prevent or materially delay or impair the consummation of the Offer or prevent, varied materially delay or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect impair the ability of Parent or Purchaser to consummate the Offer, including amendments thereafter as required by Securities Laws the Merger or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedother Contemplated Transactions.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Section 8.01, Purchaser shall, subject to and Parent shall cause Purchaser to, commence (within the terms and conditions meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer promptly after the date of this Agreement, make an offer (the “Offer”) to purchase all but in any event not later than June 1, 2006. The obligation of the outstanding Caza Purchaser to accept for payment Shares (including any Caza Shares that are issued after the date of tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to (i) the condition (the “Minimum Condition”) that at least the number of Shares that, when added to Shares then owned by Parent and its direct and indirect wholly owned subsidiaries and affiliates, shall constitute at least ninety percent (90%) of the then outstanding Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of each of the other conditions set forth in Schedule A hereto and attached Annex I hereto. Purchaser expressly reserves the right to waive any such other conditions as mutually agreed conditions, to by the parties in writing. The term “Offer” shall include increase the Offer Price, and to make any other changes in the terms of the Offer; provided that without the prior written consent of the Company, the Purchaser shall not, and Parent shall cause Purchaser not to, waive the Minimum Condition, extend the Offer except as it may be amendedexpressly provided below, varied decrease the price per Share or extended change the form of consideration payable in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall decrease the number of Shares sought to be prepared purchased in the English languageOffer, impose conditions to the Offer in addition to those set forth in Annex I, or amend any other term of the Offer in any manner adverse to the holders of any Shares. Notwithstanding the foregoing, Purchaser may, without the prior consent of the Company, prior to the termination of this Agreement, (x) extend the Offer may provide that for an aggregate period of not more than 10 business days beyond the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror scheduled expiration date, which initially shall provide Caza, its counsel and its financial advisors with a draft copy be 20 business days following the commencement of the Offer Documents prior (the “Initial Expiration Date”), if, at any scheduled expiration of the Offer, any of the conditions to their finalization and mailing Purchaser’s obligations to accept the Shares for their review and comment. Notwithstanding the foregoingpayment shall not be satisfied or waived, (y) extend the Offer may provide that for any period required by any rule, regulation, or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof, applicable to the Offer, or (z) extend the Offer is only being made in jurisdictions where permitted and that (one or more times) for an aggregate period of not more than 10 business days beyond the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with latest applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares date that would otherwise be entitled permitted under clause (x) or (y) of this sentence, if, as of such date, all of the conditions to a fractional Offeror Share will be entitled Purchaser’s obligations to receive accept the nearest whole Shares for payment are satisfied or waived, but the number of Caza SharesShares validly tendered and not withdrawn pursuant to the Offer totals less than ninety percent (90%) of the outstanding Shares (including Shares already owned by Parent and its direct and indirect wholly owned subsidiaries and affiliates). In calculating addition, (1) if, on the Initial Expiration Date, the sole condition remaining unsatisfied is the failure of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), to have expired or been terminated, then Purchaser shall, without the prior written consent of the Company, extend the Offer from time to time until the fifth business day after expiration or termination of the applicable waiting period under the HSR Act or (2) if, on the Initial Expiration Date, the sole condition remaining unsatisfied is the condition set forth in paragraph (g) of Annex I, the Purchaser may, for so long as the Company is using its commercially reasonable efforts to cure such fractional interestbreach, all Caza extend the Offer from time to time until five business days after such breach is cured, provided that Purchaser shall not be required pursuant to this clause (2) to extend the Offer beyond 30 calendar days after the Initial Expiration Date. The Company agrees that no Shares held by a registered holder the Company or any subsidiary of the Company will be tendered pursuant to the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver (to the extent permitted by this Agreement) of all the conditions to the Offer, Purchaser shall, and Parent shall be aggregatedcause Purchaser to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after the expiration of the Offer. Each of the Parent and the Purchaser shall use its commercially reasonable efforts to avoid the occurrence of any Event specified in Annex I or to cure any such Event that shall have occurred.

The Offer. (a) Provided that this Agreement shall not --------- have been terminated in accordance with Section 8.1 and none of the events set forth in Annex A hereto shall have occurred or be existing (unless such event shall have been waived by Purchaser), Parent shall cause Purchaser to commence, and Purchaser shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of Purchaser's intention to commence the Offer. The Offeror shallOffer shall remain open until the twentieth business day from the commencement of the Offer (the "Scheduled Expiration Date"). The obligation of Purchaser to accept for payment and pay for shares of Common Stock tendered pursuant to the Offer shall be subject to the satisfaction or waiver of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per share of Common Stock payable in the Offer, and to make any other change in the terms and conditions of the Offer; provided, however, that, without the written consent of the Company, no change may be made which (A) decreases the price per share of Common Stock payable in the Offer, (B) reduces the maximum number of shares of Common Stock to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (D) amends or changes the terms and conditions of the Offer in any manner adverse to the holders of shares of Common Stock (other than Parent and its subsidiaries), (E) changes or waives the Minimum Condition (as defined in Annex A), (F) changes the consideration payable in the Offer to anything other than all cash, (G) reduces the time period during which the Offer shall remain open or (H) except as provided in the next sentence, extends the time period during which the Offer shall remain open. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the Scheduled Expiration Date and any subsequent scheduled expiration date, if at such date any of the conditions to Purchaser's obligation to accept for payment, and pay for, shares of the Common Stock shall not be satisfied or waived, until such time as such conditions are satisfied or waived, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC"). The Per Share Amount shall be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of this Agreement and the Offer. Purchaser covenants and agrees that, subject to the terms and conditions of the Offer and this Agreement, make an offer (including but not limited to the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date conditions of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto hereto, it will accept for payment and such other conditions as mutually agreed pay for shares of Common Stock validly tendered and not withdrawn pursuant to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to promptly as practicable after the expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror Subject to the conditions of this Agreement, as promptly as practicable (and, in any event, not later than the third Business Day following the date hereof) after the date of this Agreement, Merger Subsidiary shall, subject and Parent shall cause Merger Subsidiary to, amend the Existing Offer to reflect the terms and conditions of this Agreement, make an offer including the purchase price of $26.50 per Share (including the associated Company Rights), net to the seller in cash, without interest thereon (the “OfferOffer Price”) ), and to purchase all of the outstanding Caza Shares (including any Caza Shares set December 28, 2004 or such later date that are issued is 10 Business Days after the date of such amendment (the “Initial Expiration Date”), as the expiration date for the Offer. The obligations of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered pursuant to the Offer and prior are subject only to the Expiry Time on satisfaction or waiver by Merger Subsidiary of the exercise conditions set forth in Exhibit A. Merger Subsidiary expressly reserves the right to waive any condition to the Offer or surrender modify the terms of Caza Options or Caza Warrants)conditions to the Offer, on except that, without the basis consent of 0.16 the Company, Merger Subsidiary shall not (i) reduce the number of an Offeror Share for each Caza Share. The Shares subject to the Offer, (ii) reduce the Offer shall be made in accordance with this AgreementPrice, Securities Laws and applicable Law(iii) waive or change the Minimum Condition, and shall be subject only (iv) add to the conditions set forth in Schedule Exhibit A, (v) modify any condition set forth in Exhibit A hereto and such other conditions as mutually agreed to by the parties in writing. The or amend any term “Offer” shall include of the Offer as it may be amended, varied or extended set forth in accordance with this Agreement. The Offeror and Caza shall cooperate , in making on a timely basis each case, in any filings with respect manner adverse to the Offerholders of Shares, including amendments thereafter as required by Securities Laws (vi) extend the Offer or Laws. The Offer shall be prepared in (vii) change the English languageform of consideration. Notwithstanding the foregoing, (A) Merger Subsidiary shall extend the Offer may provide that (x) from time to time, for a period not to exceed 5 Business Days on each occasion, if at the scheduled or extended expiration date of the Offer the Minimum Condition shall not have been satisfied until such time as such condition is only being made satisfied or waived or this Agreement is terminated or (y) from time to time for a period of 5 Business Days at a time (or such other period as the Company shall approve) if condition (a) set forth in jurisdictions where permitted Exhibit A shall not have been satisfied at the scheduled or any extended expiration date of the Offer, until such time as such condition is satisfied or waived or this Agreement is terminated and (B) without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer (i) from time to time, for a period not to exceed 10 Business Days on each such occasion, if, at the scheduled or extended expiration date of the Offer, any of the other conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived and (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offeror Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall provide Cazacause it to, its counsel accept for payment and its financial advisors with a draft copy pay for (i) all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after the expiration of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror (ii) all Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result validly tendered in the imposition of any reporting obligations on Subsequent Offering Period promptly following the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedvalid tender thereof.

The Offer. (a) The Offeror shall, subject (i) Subject to the terms and conditions of this AgreementAgreement and provided that (x) this Agreement has not been terminated in accordance with ARTICLE VIII and (y) the Company is prepared (in accordance with Section 1.2) to file the Schedule 14D-9 on the same date as Purchaser commences the Offer, make an offer Purchaser shall, as promptly as practicable after the date hereof (but in no event later than the tenth (10th) day on which the principal offices of the SEC in Washington, D.C. are open to accept filings or, in the case of determining a date when any payment is due, any day (other than Saturday or Sunday) on which banks are open in New York, New York (any such day, a “Business Day”) following the date hereof), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “OfferExchange Act”)) the Offer at the Offer Price. The obligation of Purchaser to purchase all accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject only to the satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex I (the outstanding Caza Shares “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including any Caza Shares that are issued after the date day of) the commencement of the Offer and prior to (the Expiry Time on “Initial Expiration Date”) or, if the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made has been extended in accordance with this AgreementSection 1.1(a)(ii), Securities Laws at the time and applicable Lawdate to which the Offer has been so extended (the Initial Expiration Date, and/or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time or from time to time, in its sole discretion, to waive, in whole or in part, any Offer Condition or modify or amend the terms of the Offer, including the Offer Price, except that, without the prior written consent of the Company, Purchaser shall be subject only not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition, (D) add to the conditions set forth on Annex I, (E) modify the conditions set forth on Annex I in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect manner adverse to the Offerholders of Shares, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in (F) extend the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy Expiration Date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where except as required or permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.Section

The Offer. (a) Provided this Agreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable (but in no event later than five business days following the public announcement of the execution of this Agreement), Sub will commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer to purchase (the "Offer") all the outstanding Shares at a price of $7.25 per Share, net to the seller in cash (the "Offer Consideration"). The Offeror shallobligation to consummate the Offer and to accept for payment and to pay for the Shares tendered pursuant to the Offer will be subject only to those conditions set forth in Exhibit A attached hereto. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 3.1) will be tendered to Sub pursuant to the Offer. Sub expressly reserves the right, in its sole discretion, to waive any condition set forth in Exhibit A, other than the Minimum Condition and the ESOP Condition (each as defined in Exhibit A), and to make any other changes in the terms and conditions of the Offer, provided that Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) modify the conditions to the Offer as set forth in Exhibit A in a manner adverse to the holders of the Shares, (v) waive the Minimum Condition or the ESOP Condition or (vi) make any other change in the terms of the Offer adverse to the holders of the Shares. The Offer will initially provide that the Offer will expire 20 business days after (and inclusive of) the date it is commenced. Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, make an offer (the “Offer”) it will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and as soon as it is permitted to do so under applicable law, provided that Sub shall have the right in its sole discretion to extend the Offer from time to time for up to an aggregate of 15 business days, notwithstanding the prior to the Expiry Time on the exercise or surrender satisfaction of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Exhibit A, in the event that at least 75% of the Company's outstanding Shares have been validly tendered and not withdrawn pursuant to the Offer. If, subject to the succeeding sentence, the Minimum Condition or the ESOP Condition is not satisfied or if the conditions set forth in paragraphs B, C or E of Exhibit A hereto and such other conditions are not satisfied or, to the extent permitted by this Agreement, waived by Sub as mutually agreed of the scheduled expiration date, Sub shall have the right in its sole discretion to by the parties in writing. The term “Offer” shall include extend the Offer as it may be amended, varied from time to time until the earlier of the consummation of the Offer or extended in accordance with the termination of this Agreement. The Offeror and Caza shall cooperate If the Minimum Condition, the ESOP Condition or the HSR Condition (as defined in making on a timely basis any filings with respect Exhibit A) or the conditions set forth in paragraphs A, F or G of Exhibit A are not satisfied or, to the Offerextent permitted by this Agreement, including amendments thereafter waived by Sub as required by Securities Laws of the scheduled expiration date, Sub will, unless it is manifestly apparent that such condition will not be satisfied prior to the termination of this Agreement, or Laws. The Offer Sub and the Company shall be prepared otherwise agree in the English language. Notwithstanding the foregoingwriting, extend the Offer may provide that from time to time until the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy earlier of the consummation of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding or the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders termination of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedthis Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The Offeror shallobligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, make an offer (Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the “Offer”) to purchase all Offer as soon as practicable after the expiration of the outstanding Caza Shares Offer (including any Caza Shares that are issued after the date of acceptance for payment, the Offer “Acceptance Date” and prior to the Expiry Time time of acceptance for payment on the exercise Acceptance Date, the “Acceptance Time”) or surrender (in the case of Caza Options Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and Sections 3.2(i). Parent shall provide or cause to be subject only provided to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making Merger Sub on a timely basis funds sufficient to purchase and pay for any filings with respect and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this AgreementAgreement including those set forth in Annex A hereto, make an offer as promptly as practicable, but in no event later than the fifth business day following the initial public announcement of the terms of this Agreement (which shall occur as promptly as practicable but in no event later than 24 hours after the “Offer”execution hereof), Acquisition Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer to purchase all of the outstanding Caza Shares at the Per Share Amount net to the seller in cash. The obligation of Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the condition that a number of Shares representing not less than a majority of the Company's outstanding Shares (including on a fully diluted basis excluding any Caza Shares that Employee Options (as defined in Section 2.8) which are issued after not exercisable as of the date of such calculation) shall have been validly tendered and not withdrawn prior to the expiration date of the Offer (the "Minimum Condition"), and prior the obligation of Acquisition Sub to ----------------- commence the Offer and accept for payment and pay for Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made subject to the other conditions set forth in accordance with this Agreement, Securities Laws and applicable Law, and Annex A hereto. The initial expiration date of the Offer shall be subject only to the 20th business day following the commencement of the Offer (determined using Rule 14-1(c)(6) under the Exchange Act). If, on any scheduled expiration date of the Offer, the conditions set forth in Schedule clauses (ii), (iii) or (iv) of Annex A have not been satisfied or waived, at the written request of the Company, Acquisition Sub shall, from time to time, extend the expiration date of the Offer for the period set forth in such written requests. It is agreed that the Minimum Condition and the other conditions set forth in Annex A hereto are for the sole benefit of Acquisition Sub and may be asserted by Acquisition Sub regardless of the circumstances giving rise to any such other conditions as mutually agreed condition. Acquisition Sub expressly reserves the right in its sole discretion to by waive, in whole or in part at any time or from time to time, any such condition, to increase the parties price per Share payable in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended to make any other changes in accordance with this Agreement. The Offeror the terms and Caza shall cooperate in making on a timely basis any filings with respect to conditions of the Offer, including amendments thereafter as required provided that, unless previously approved by Securities Laws or Laws. The Offer shall the Company in writing, no -------- change may be prepared made that decreases the price per Share payable in the English languageOffer, changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, imposes conditions to the Offer in addition to those set forth in Annex A hereto, changes the expiration date of the Offer or otherwise amends, adds or waives any term or condition of the Offer in any manner adverse to the holders of Shares, and provided, further, that Acquisition Sub shall not waive the Minimum -------- ------- Condition without the prior written consent of the Company. Notwithstanding the foregoing, Acquisition Sub may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy (i) extend the Offer, if at the scheduled expiration date of the Offer Documents prior any of the conditions to their finalization and mailing for their review and comment. Notwithstanding the foregoingAcquisition Sub's obligation to purchase Shares are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer may provide that for a period of not more than 5 business days beyond the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares expiration date that would otherwise be entitled permitted under clause (i) of this sentence, if on the date of such extension (x) less than 90% of the Shares on a fully diluted basis have been validly tendered and not properly withdrawn pursuant to a fractional Offeror Share will the Offer and (y) Acquisition Sub has permanently waived all of the conditions to the Offer set forth in Annex A (other than the conditions set forth in clause (v)(b) of Annex A) and (iii) extend the Offer for any period required by any regulation, rule, interpretation or position of the Securities and Exchange Commission ("SEC") or the staff thereof applicable to the Offer. On the terms and --- subject to the conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Acquisition Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and in any event no later than the close of business on the business day following the expiration of the Offer. Notwithstanding anything to the contrary contained in this Agreement, Parent and Acquisition Sub shall not be entitled required to receive commence the nearest whole number Offer in any jurisdiction other than the United States of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedAmerica.

The Offer. (a) Provided that none of the events set forth in Annex A hereto shall have occurred or be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable but in no event later than seven (7) business days after the date hereof. The Offeror shall, obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the "Minimum Condition") that at least the number of Shares tendered shall constitute a 50% plus one share of the sum of the number of then outstanding Shares plus all Shares issuable upon the exercise of the Outstanding Options (as of the business day preceding the Initial Expiration Date) and Outstanding Warrants (as of the business day preceding the Initial Expiration Date) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition set forth in Annex A, to increase the Per Share Amount, and to make any other changes in the terms and conditions of this Agreementthe Offer; provided, make an offer however, that no change may be made which decreases the Per Share Amount, changes the form of consideration payable, reduces the maximum number of Shares to be purchased in the Offer or imposes or modifies (other than to waive) conditions to the “Offer”) Offer in addition to purchase all those set forth in Annex A hereto. Subject to the terms of the outstanding Caza Offer and this Agreement and the satisfaction or waiver of the Minimum Condition as of the scheduled expiration date, which shall initially be 20 business days following the commencement of the Offer, and the other conditions set forth in Annex A hereto, Purchaser will accept for payment and pay for all Shares (including any Caza Shares that are issued validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the such expiration date of the Offer and prior (such date, as extended pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language"Share Acceptance Date"). Notwithstanding the foregoing, Purchaser shall be entitled to extend the Offer from time to time without the consent of the Company: (i) until no later than January 11, 2002 if at the initial expiration of the Offer, which will be 12:00 midnight eastern standard time on the twentieth business day following commencement of the Offer, as may provide that be extended (the "Initial Expiration Date"), the Minimum Condition is not satisfied, or (ii) until no later than December 31, 2001, if at the Initial Expiration Date, the Minimum Condition is satisfied, but any other condition to the Offer is only being made in jurisdictions where not satisfied or waived. Purchaser agrees to extend the Offer from time to time until not later than December 31, 2001, if at the then scheduled expiration date, the Minimum Condition has not been satisfied or waived as permitted by this Agreement. Any extension of the Offer pursuant to this Section 2.01 shall not, without the written consent of the Company, exceed the number of days that Purchaser reasonably believes will be necessary so that the Minimum Condition will be satisfied. In addition, Purchaser may, without the consent of the Company, extend any then scheduled expiration date of the Offer for any period required by applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or for any period required by applicable law. The Offeror shall provide CazaIf the Initial Expiration Date has occurred, its counsel and its financial advisors with a draft copy but fewer than 90% of the Offer Documents prior to their finalization Shares have been validly tendered and mailing for their review and comment. Notwithstanding not withdrawn as of the foregoingInitial Expiration Date, the Offer Purchaser may provide that for a subsequent offering period (as contemplated by Rule 14d-11 under the Offer is only being made in jurisdictions where permitted and that Securities Act of 1934, as amended (the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution "Exchange Act")) as long as providing for the subsequent offering period does not require the filing extension of any prospectusthe initial offer period under applicable rules and regulations of the SEC, registration statement or similar document by which subsequent offering period shall not exceed 20 business days. In addition, the Offeror, result in Per Share Amount may be increased and the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Offer may be extended to the Offerorextent required by law in connection with such increase in each case without the consent of the Company. No fractional Offeror On or prior to the dates that Purchaser becomes obligated to accept for payment and pay for Shares will pursuant to the Offer, Holdings shall provide or cause to be issuedprovided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to accept for payment and pay for pursuant to the Offer. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder delay shall be aggregatedeffected in compliance with Rule 14e-1(c) under the Exchange Act.

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and that none of the events set forth in clause (iii) of Exhibit A hereto shall have occurred or be existing, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable (but in no event later than seven (7) business days following the public announcement of the terms of this Agreement) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) an offer to purchase all outstanding shares of common stock of the Company, without par value (the "SHARES"), at a price (such price, or any higher price as may be paid in the Offer, the "OFFER PRICE") of $22 per Share, net to the seller in cash (such tender offer, as it may be amended and supplemented from time to time as permitted under this Agreement, the "OFFER"). The obligation of Purchaser to consummate the Offer and to accept for payment and to pay for any Shares tendered pursuant thereto shall be subject to only the terms and conditions of set forth in this Agreement, make an offer Agreement and to those conditions set forth in Exhibit A hereto (the “Offer”"OFFER CONDITIONS"), any of which (other than the Minimum Tender Condition (as defined in Exhibit A)) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the may be waived by Purchaser in its sole discretion. The initial expiration date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made the twentieth business day following the commencement of the Offer (determined in accordance with this AgreementRule 14d-1(e)(6) under the Exchange Act). Purchaser expressly reserves the right to modify the terms of the Offer, Securities Laws and applicable Lawexcept that, and without the prior written consent of the Company, Purchaser shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include not (A) decrease the Offer as it may be amendedPrice or change the form of the consideration payable in the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect (B) decrease the number of Shares sought pursuant to the Offer, including amendments thereafter as required by Securities Laws (C) impose additional conditions to the Offer, (D) change the conditions to the Offer or Laws. The Offer shall be prepared (E) make any other change in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy terms or conditions of the Offer Documents prior which is adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The Offeror shallobligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Offer shall expire 20 business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)its commencement, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made unless this Agreement is terminated in accordance with this AgreementArticle 10, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include which case the Offer as it may be amended, varied (whether or not previously ---------- extended in accordance with this Agreement. The Offeror and Caza the terms hereof) shall cooperate in making expire on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy such date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedtermination.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in paragraphs (a) through (i) of Annex I hereto, Parent shall or shall cause Sub to, as promptly as practicable following the date hereof, but in no event later than five business days after the initial public announcement of the Offer, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (as amended from time to time in accordance with this Agreement, the "Offer") to purchase all of the issued and outstanding shares of common stock, par value $0.005 per share, of the Company (the "Shares" or "Common Stock"), at a price of not less than $10.50 per Share, net to the seller in cash. For purposes of this Article I, the party which makes the Offer, whether Parent or Sub, shall be referred to as the "Offeror." The obligation of Offeror shallto accept for payment and to pay for any Shares tendered in the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, subject together with any Shares then owned by Parent or Sub, represents at least ninety (90%) percent of the Shares outstanding on a fully-diluted basis (the "Minimum Condition"), (ii) the receipt of cash proceeds of the Financing (as defined in Section 4.2(d) of this Agreement) in an amount sufficient to consummate the transactions contemplated hereby pursuant to the terms of the Commitments (as defined in said Section 4.2(d)) or such other terms as Parent and the Company shall agree or as are not materially more onerous than as set forth in the Commitments (the "Financing Condition") and (iii) the other conditions set forth in Annex I hereto. Offeror expressly reserves the right in its sole discretion to waive any such condition (including the Minimum Condition, provided that no such waiver of the Minimum Condition shall decrease the Minimum Condition to less than sixty-six and two-thirds (66 2/3%) percent), to increase the price per Share payable in the Offer, to extend the Offer and to make any other changes in the terms and conditions of the Offer; provided, however, that unless -------- ------- previously approved by the Company in writing, Offeror will not (i) decrease the price per Share payable in the Offer, (ii) decrease the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex I hereto, (iv) change the conditions to the Offer in any material respect adverse to the Company, (v) except as provided in the next sentence, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) amend any other term of the Offer in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, Offeror may, without the consent of the Company, (i) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to extend beyond July 31, 1998, if at any scheduled expiration date of the Offer, any of the conditions to Offeror's obligation to accept for payment, and pay for, Shares (including, with respect to the Financing Condition, the consummation of the sale of the Senior Notes (as defined in Section 4.2(d)) shall not be satisfied or waived, until such time as such conditions are satisfied or waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. The limitations regarding the terms and conditions of the Offer, as set forth in the second preceding and the immediately preceding sentences, shall not be applicable in the event this Agreement is terminated pursuant to Section 8.1(d) of this Agreement. Subject to the terms and conditions of the Offer and this Agreement, make an offer (the “Offer”) Offeror shall accept for payment , and pay for, all Shares validly tendered and not withdrawn pursuant to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior that Offeror becomes obligated to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share accept for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Lawpayment, and shall be subject only pay for, pursuant to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to soon as practicable after expiration of the Offer, including amendments thereafter as required by Securities Laws or Lawssubject to compliance with Rule 14e-1(c) under the Exchange Act. The Offer shall be prepared in Subject to the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel terms and its financial advisors with a draft copy conditions of the Offer Documents prior Offer, Parent and Sub will each use its reasonable best efforts to their finalization and mailing for their review and comment. Notwithstanding the foregoingtake, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only or cause to be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interesttaken, all Caza Shares held by a registered holder shall actions and to do, or cause to be aggregateddone, all things necessary, proper or advisable under applicable laws and regulations to consummate the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events or conditions set forth in subparagraphs (a) through (c) of Annex I shall have occurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as reasonably practicable and, in any event, within five (5) Business Days of the date of this Agreement, Parent and Merger Sub shall amend the Pending Offer to reflect the execution of this Agreement and the terms hereof. The Offeror shallobligations of Merger Sub to accept for payment and to pay for (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Agreement) and not properly withdrawn shall be subject to (i) there being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to such time) and not properly withdrawn prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Agreement) that number of shares of Company Common Stock which represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis, subject including after giving effect to the issuances of shares of Company Common Stock pursuant to Section 2.12 (the “Minimum Condition”), and (ii) the other events or conditions set forth in Annex I. Subject to the terms and conditions of this Agreementthe Offer, make an offer Merger Sub shall (and Parent shall cause Merger Sub to), in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all shares of Company Common Stock (the time of such first acceptance, the “OfferAcceptance Time”) validly tendered and not properly withdrawn pursuant to purchase all the Offer promptly after expiration of the outstanding Caza Shares Offer, which shall initially be the later of April 2, 2010 or the date that is fifteen (including any Caza Shares that are issued 15) Business Days after the date of this Agreement; provided, however, that (w) if on the initial expiration date of the Offer and prior to the Expiry Time or on the exercise or surrender any subsequent scheduled expiration date of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer (as it may be amended, varied or extended and re-extended in accordance with this Agreement. The Offeror ), any of the events or conditions to the Offer set forth on Annex I shall exist and, subject to the provisions of this Agreement, shall not have been waived by Merger Sub, Merger Sub shall (and Caza Parent shall cooperate cause Merger Sub to), from time to time, extend the Offer for consecutive periods of not more than five (5) Business Days each until the earlier of (A) the date on which all of the events or conditions set forth in making Annex I cease to exist or, subject to the provisions of this Agreement, are waived by Merger Sub and (B) the date on which this Agreement is terminated in accordance with ARTICLE VIII; provided that Merger Sub shall have no obligation to (and Parent shall have no obligation to cause Merger Sub to) so extend the Offer if (1) the events or conditions set forth in subsections (ii), (iii) and (iv) of the first paragraph of Annex I and subparagraph (a) of Annex I shall have ceased to exist, or subject to the provisions of this Agreement, been waived by Merger Sub, for a timely basis period of not less than ten (10) Business Days prior to the initial expiration date of the Offer or on any filings subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement) and, with respect to subsections (ii), (iii) and (iv) of the Offerfirst paragraph of Annex I, including amendments thereafter as required by Securities Laws or Laws. The Offer such facts shall be prepared reflected in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of an amendment to the Offer Documents prior to their finalization the start of such ten (10) Business Day period, (2) the events or conditions set forth in subparagraphs (b), (c) and mailing for their review (d) of Annex I shall have ceased to exist or, subject to the provisions of this Agreement, been waived by Merger Sub, as of such expiration date and comment. Notwithstanding (3) the foregoingMinimum Condition is not satisfied as of such expiration date, (x) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), the Offer may provide that Company shall have delivered to Parent a valid Section 8.1(d) Notice, Merger Sub shall (and Parent shall cause Merger Sub to), from time to time, extend the Offer for consecutive periods of not more than five (5) Business Days each until the earlier of (A) the date on which all of the events or conditions set forth in the paragraph immediately following Section 8.1(d)(i) cease to exist or are waived by the Company and (B) the date on which this Agreement is only being made terminated in jurisdictions where permitted accordance with ARTICLE VIII, (y) Merger Sub may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC (or the staff thereof) or the NYSE applicable to the Offer and that (z) Merger Sub may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Offeror Shares Exchange Act; provided that, in the case of clauses (w), (x), (y) and (z), in no event shall only the Offer extend beyond the Walk-Away Date. Merger Sub expressly reserves the right from time to time to waive any of the conditions set forth in Annex I (other than the Minimum Condition, the Registration Condition, the Listing Condition and the condition set forth in subparagraph (e) of Annex I) or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be distributed purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer in a manner materially adverse to the holders of Caza Shares outside shares of Canada if such shares can be distributed Company Common Stock or in compliance with applicable securities laws a manner which would delay consummation of such jurisdiction and provided such distribution does not require the filing Offer, reduce the time period during which the Offer shall remain open or, except for any extension required or permitted hereunder, extend or otherwise change the expiration date of the Offer, or amend, modify or supplement any prospectus, registration statement or similar document by other term of the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result Offer in any material cost manner adverse to the Offeror. No fractional Offeror Shares will be issued. Any holder holders of Caza Shares that shares of Company Common Stock or in a manner which would otherwise be entitled to a fractional Offeror Share will be entitled to receive delay consummation of the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VIII and none of the events set forth in Annex A shall have occurred or be existing (unless such event shall have been waived by Merger Sub), Parent shall cause Merger Sub to commence, and Merger Sub shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of Merger Sub's intention to commence the Offer. The Offeror shallOffer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement. The initial expiration date of the Offer shall be the twentieth business day from and after the date the Offer is commenced (the "Initial Expiration Date"). The obligation of Merger Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its direct or indirect Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights (as defined in the Rights Agreement)) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Annex A hereto. Merger Sub expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that (notwithstanding Section 9.5) no change may be made which (A) decreases the price per Share payable in the Offer, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in Annex A, (D) amends or changes the terms and conditions of the Offer in any manner adverse to the holders of Shares (other than Parent and its Subsidiaries), (E) changes or waives the Minimum Condition, (F) changes the form of consideration payable in the Offer or (G) except as provided below or required by any rule, regulation, interpretation or position of the Commission applicable to the Offer, changes the expiration date of the Offer. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (A) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Annex A (the "Offer Conditions") shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission applicable to the Offer and (C) extend the Offer to provide for a subsequent offering period pursuant to Rule 14d-11 under the Exchange Act for an aggregate period of not more than 20 business days (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, (i) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions to the Offer other than the Minimum Condition shall not have been waived or satisfied, and the Minimum Condition shall have been satisfied, until (taking into account all such extensions) the earlier of August 31, 2000 or such earlier date upon which any such condition shall not be reasonably capable of being satisfied prior to August 31, 2000; or (ii) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), all of the conditions to the Offer other than the Minimum Condition shall have been waived or satisfied and the Minimum Condition shall not have been satisfied, until the earlier of ten (10) business days after such expiration date or August 31, 2000. Upon the prior satisfaction or waiver of all the conditions to the Offer, and subject to the terms and conditions of this Agreement, make an offer (Merger Sub will, and Parent will cause Merger Sub to, accept for payment, purchase and pay for, in accordance with the “Offer”) to purchase all terms of the outstanding Caza Shares (including any Caza Shares that are issued Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as reasonably practicable after the date expiration of the Offer. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer and prior to (including, without limitation, the Expiry Time on the exercise or surrender of Caza Options or Caza WarrantsMinimum Condition), on the basis Merger Sub shall accept for payment and pay, as promptly as practicable after expiration of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel for all Shares validly tendered and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedwithdrawn.

The Offer. (a) The Offeror So long as none of the events set forth in clauses (a) through (h) of Annex I hereto shall have occurred or exist, the Purchaser shall, subject to and Parent shall cause the terms and conditions Purchaser to, commence (within the meaning of this AgreementRule 14d-2(a) of the Securities Exchange Act of 1934, make an offer as amended (the “Offer”"Exchange Act")) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable after the date of hereof, but in any event not later than May 4, 1998, the Offer for any and prior all outstanding Shares not owned by the Purchaser at the Offer Price applicable to such Shares, net to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Shareseller in cash. The initial expiration date for the Offer shall be made the twentieth business day from and after the date the Offer is commenced, including the date of commencement as the first business day in accordance with this AgreementRule 14d-2 under the Exchange Act (the "Expiration Date"). As promptly as practicable, the Purchaser shall file with the Securities Laws and applicable LawExchange Commission (the "SEC") the Purchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1" and together with the documents therein pursuant to which the Offer will be made, and with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be subject only mailed to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings holders of Shares with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The obligation of Parent and the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at least 66-2/3% of the Shares outstanding on a fully diluted basis (without giving pro forma effect to the potential issuance of any Shares issuable under the Stock Option Agreement) (the "Minimum Condition") and to the satisfaction or waiver of the other conditions set forth in Annex I hereto ("fully diluted basis" means issued and outstanding Shares and Shares subject to issuance under outstanding employee stock options). Without the prior written consent of the Company, the Purchaser shall be prepared not (i) decrease the Offer Price or change the form of consideration payable in the English language. Notwithstanding Offer, (ii) decrease the foregoingnumber of Shares sought to be purchased in the Offer, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy or (iii) amend any other term of the Offer Documents prior in any manner adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoingholders of any Shares; provided, however, that if on the initial scheduled Expiration Date, the Offer may provide that sole condition remaining unsatisfied is the Offer is only being made in jurisdictions where permitted failure of the waiting period under the HSR Act (as hereinafter defined) to have expired or been terminated, the Purchaser shall, and that Parent shall cause the Offeror Shares shall only be distributed Purchaser to, extend the expiration date from time to holders time until two business days after the expiration of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by waiting period under the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedHSR Act.

The Offer. (a) The Offeror Subject to the provisions of this Agreement, Sub shall, and Parent shall cause Sub to, within five business days of the public announcement (on the Agreement Date or the following day) of the execution of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of the Company Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A and to the terms and conditions of this Agreement. Sub expressly reserves the right unilaterally to waive any conditions to the Offer (other than (without the Company's prior written consent) the Minimum Tender Condition, make an offer (as defined in Exhibit A), to increase the “price per Share payable in the Offer”) , to purchase all extend the duration of the outstanding Caza Offer or to make any other changes in the terms and conditions of the Offer; provided, however, that no such change may be made which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, imposes conditions to the Offer in addition to those set forth in Exhibit A, changes the form of consideration payable in the Offer or amends any other material terms of the Offer in a manner materially adverse to the Company's stockholders; and provided further that if, at the expiration of the Offer (including as the same may be extended pursuant to this proviso), any Caza Shares that are issued condition (other than the Minimum Tender Condition) shall not have been satisfied which could reasonably be expected to be satisfied within the next succeeding ten (10) business days, then the Offer shall be extended an additional ten (10) business days (but in no event beyond the date forty-five (45) business days after the date on which the Offer shall have been first commenced). Subject to the terms and conditions of this Agreement and the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all shares of the Offer Company Common Stock validly tendered and prior not withdrawn pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to soon as practicable after the expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, Provided that this Agreement shall not have been terminated in accordance with Article VIII and subject to the terms and conditions set forth in Annex I (including that none of this Agreement, make an offer the events or conditions set forth therein (the “Offer”"Exchange Offer Conditions") shall have occurred and be existing and not waived by Parent), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the issued and outstanding Caza Company Common Shares (including any Caza Shares and all Rights) as promptly as reasonably practicable, but in no event more than twenty (20) Business Days following the first public announcement by Parent and the Company of the execution of this Agreement, and shall take the actions specified in Section 1.1(c). Each Company Common Share accepted by Merger Sub pursuant to the Offer shall be exchanged for the right to receive from Parent (i) a fraction of a share of Parent Common Stock (the "Stock Portion") determined by dividing (y) the quotient obtained by dividing $3.5 million by the Base Price, by (z) the Fully Diluted Common Share Number, with cash paid in lieu of fractional shares, as provided below and (ii) an amount in cash (the "Cash Portion"), determined by dividing (y) the quotient obtained by dividing the Company's Net Cash as reflected on the Reference Balance Sheet, by (z) the Fully Diluted Common Share Number, rounded to the nearest whole cent, with .5 rounded up. The Stock Portion and the Cash Portion, or such greater aggregate amount per share paid by Merger Sub in the Offer, are referred to herein as the "Offer Price." No certificate or scrip representing fractional shares of Parent Common Stock shall be issued pursuant to the Offer. All fractional shares of Parent Common Stock that are issued after the date a Company Stockholder would otherwise be entitled to receive as a result of the Offer shall be aggregated, and prior if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the Base Price by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise have been entitled. The obligation of Merger Sub to accept for payment and pay for any Company Common Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto satisfaction of the Exchange Offer Conditions, this Agreement and such other conditions as mutually agreed to applicable Laws. The Company agrees that any Company Common Shares held by the parties in writing. The term “Offer” shall include the Offer as it may Company will not be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect tendered pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallAs promptly as practicable (and in any event within ten (10) Business Days) after the date hereof, subject to the terms Purchaser shall (and conditions Parent shall cause the Purchaser to) commence, within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended, and the rules and regulations promulgated thereunder (the “OfferExchange Act”) ), the Offer to purchase all the outstanding Common Shares at the Common Offer Price and all the outstanding Preferred Shares at the Preferred Offer Price. The obligation of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Purchaser to commence the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions condition that none of the events set forth in Schedule A clauses (c)(i) through (c)(iv) of Annex I hereto shall have occurred and such other conditions as mutually agreed be continuing (and not waived by Parent or the Purchaser in their sole discretion), and the obligation of the Purchaser to by the parties in writing. The term “Offer” shall include accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer as it may shall be amendedsubject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, varied together with the number of Shares (if any) then owned of record by Parent or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings the Purchaser or with respect to which Parent or the OfferPurchaser otherwise has, including amendments thereafter as required by Securities Laws directly or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoingindirectly, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazasole voting power, its counsel and its financial advisors with represents at least a draft copy majority of the Offer Documents prior to their finalization Common Shares then outstanding (determined on a Fully Diluted Basis) (the “Minimum Condition”); and mailing for their review (ii) the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made requirements set forth in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.Annex I.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer (as promptly as practicable but in no event later than the “Offer”) to purchase all of the outstanding Caza Shares (fifth business day from and including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender public announcement of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawMerger Sub shall, and Parent shall cause Merger Sub to, commence the Offer. The obligation of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it (any of which may be amendedwaived by Merger Sub in its sole discretion, varied or extended provided that, without the consent of the Company, Merger Sub shall not waive the Minimum Condition (as defined in accordance with Exhibit A)) and to the terms and conditions of this Agreement. The Offeror and Caza shall cooperate in making on a timely basis Merger Sub may at any filings with respect time transfer or assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, including amendments thereafter but no such assignment shall relieve Parent or Merger Sub of its obligations hereunder. Merger Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the price per share of Common Stock to be paid pursuant to the Offer (except pursuant to Section 3.4), (iii) modify or add to the conditions set forth in Exhibit A, (iv) except as required provided in the remainder of this Section 1.1, extend the Offer, (v) change the form of consideration payable in the Offer (other than by Securities Laws increasing the cash offer price) or Laws(vi) amend or modify any term of the Offer in any manner adverse to any of the Company's stockholders. The Offer initial expiration date shall be prepared in the English languageSeptember 15, 1997. Notwithstanding the foregoing, Merger Sub may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy but subject to the Company's right to terminate this Agreement pursuant to Section 8.1(b)(ii), (i) extend the Offer, if at the scheduled expiration date of the Offer Documents prior any of the conditions to their finalization and mailing for their review and comment. Notwithstanding the foregoingMerger Sub's obligation to purchase shares of Common Stock shall not be satisfied, until such time as such conditions are satisfied or waived or (ii) extend the Offer may provide that for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable --- to the Offer is only being made or in jurisdictions where permitted and that order to obtain any material regulatory approval applicable to the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result Offer. Merger Sub agrees that: (A) in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that event it would otherwise be entitled to a fractional Offeror Share terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in the first sentence of the introductory paragraph or paragraphs (a) or (g) of Exhibit A to be satisfied or waived, it shall give the Company notice thereof and, at the request of the Company, if such conditions are reasonably likely to be satisfied during the requested extension period, extend the Offer until the earlier of (1) such time as such condition is, or conditions are, satisfied or waived and (2) the date chosen by the Company, which shall not be later than (x) December 31, 1997 or (y) the date on which the Company reasonably believes all such conditions will be satisfied (it being understood that the Company shall not be entitled to receive make such request if it is then in breach of this Agreement, and that nothing in this Section 1.1 shall modify Parent's and Merger Sub's right to terminate this Agreement in the nearest whole event that the Company is in breach hereof or the conditions specified in paragraphs (d) or (e) of Annex A are applicable); provided that if -------- any such condition is not satisfied by the date so chosen by the Company, the Company may request and Merger Sub shall make further extensions of the Offer in accordance with the terms of this Section 1.1(a); and (B) in the event that Merger Sub would otherwise be entitled to terminate the Offer at any scheduled expiration date thereof due solely to the failure of the Minimum Condition to be satisfied, it shall, at the request of the Company, extend the Offer for such period as may be requested by the Company not to exceed ten business days from such scheduled expiration date. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, pay for all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer immediately after the expiration of the Offer; provided, however, that notwithstanding the -------- ------- foregoing Parent may, in its sole discretion, extend the expiration date of the Offer for a period not to exceed ten business days and in no event ending after December 31, 1997, if Parent reasonably believes that as a result of such extension 90% or more of the Shares will be tendered in the Offer. If, at any scheduled expiration date prior to October 1, 1997, there shall have been tendered, and not withdrawn, fewer than 90% of the Shares, then Merger Sub shall, at the request of the Company, extend the Offer for such number of Caza Sharesdays (up to 20 calendar days) as the Company may request. In calculating No such fractional interest, all Caza Shares held by a registered holder request shall be aggregatedmade by the Company if, in its sole judgment, it concludes that the Merger could be consummated on or prior to October 6, 1997.

The Offer. (a) Provided that nothing shall have occurred that, had the Offer referred to below been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I hereto, as promptly as reasonably practicable after the public announcement of the terms of this Agreement, but in no event later than one week after the date hereof, Acquisition shall (and Parent shall cause Acquisition to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act")), an offer (the "Offer") for all of the outstanding shares of common stock, par value $.01 per share, of the Company (individually a "Share" and collectively, the "Shares") at a price for each Share of $16.00, net to the seller in cash (the "Offer Price"). The Offeror shallobligation of Acquisition to accept for payment and to pay for any Shares tendered shall be subject only to (i) the condition that at least two-thirds of the Shares on a fully- diluted basis, subject together with the Shares then owned by Parent and/or Acquisition, (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested Company Stock Options that vest prior to the Effective Time, but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex I hereto. Acquisition expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreementthe Offer; provided, make an offer however, that (i) the “Offer”) to purchase all Minimum Condition may be amended or waived only with the prior written consent of the outstanding Caza Company and (ii) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares (including any Caza Shares that are issued after sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, extends the expiration date of the Offer and prior beyond the initial expiration date of the Offer (except as provided in (b), below) or makes any other change which is adverse to the Expiry Time on holders of the exercise or surrender Shares. Subject to satisfaction of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth contained in Schedule A hereto and such other conditions as mutually agreed Annex I, Acquisition shall accept for payment all Shares validly tendered pursuant to by the parties in writing. The term “Offer” shall include the Offer as soon as it may be amended, varied or extended in accordance with this Agreement. The Offeror is permitted to do so under applicable law and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing pay for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror such Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedpromptly thereafter.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all Provided that none of the outstanding Caza Shares (including any Caza Shares that are issued conditions set forth on Exhibit A hereto shall have occurred and be continuing, as promptly as practicable but in no event later than five business days after the date of the Offer and prior to the Expiry Time public announcement (on the exercise date hereof or surrender the following day) by Parent and the Company of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawSub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by (the parties in writing. The term “Offer” shall include the "Offer as it Conditions") (any of which may be amendedwaived in whole or in part by Sub in its sole discretion). Sub expressly reserves the right, varied or extended in accordance subject to compliance with this Agreement. The Offeror and Caza the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) add to or modify the Offer Conditions, (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext two sentences, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend or alter any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer may provide that any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (C) extend the Offer for up to ten business days if the Minimum Tender Condition (as defined in Exhibit A) has not been satisfied as of the scheduled expiration date of the Offer and (D) extend the Offer for any reason for up to two business days. Without limiting the right of Sub to extend the Offer pursuant to the immediately preceding sentence, in the event that (i) the Minimum Tender Condition has not been satisfied or (ii) any condition set forth in paragraph (a) of Exhibit A is not satisfied at the scheduled expiration date of the Offer, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in increments of five business days each until the earliest to occur of (x) the satisfaction or waiver of the Minimum Tender Condition or such other condition, or Parent reasonably determines that any Offer Condition is not capable of being satisfied on or prior to December 29, 1998, (y) the termination 9 4 of this Agreement in accordance with its terms and (z) December 29, 1998; provided, however, that if any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) has publicly made a Takeover Proposal (as defined in Section 6.02(a)) or disclosed in writing its intention to make a Takeover Proposal, Sub shall not be required pursuant to this sentence to extend the Offer for more than 20 business days beyond the date on which such Takeover Proposal was publicly announced or such intention was disclosed if at the end of such 20 business day period the Company has given Parent a Notice of Superior Proposal with respect to the Takeover Proposal. Subject only being made to the conditions set forth in jurisdictions where permitted Exhibit A, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. supplemented to be disseminated to holders of Shares, in each case as and to the extent required by applicable lawFederal securities laws. The Offeror shall provide Caza, Company and its counsel shall be given reasonable opportunity to review and its financial advisors with a draft copy of comment upon the Offer Documents prior to their finalization filing with the SEC or dissemination to the stockholders of the Company. Parent and mailing for Sub agree to provide the Company and its counsel any comments Parent, Sub or their review and comment. Notwithstanding counsel may receive from the foregoing, SEC or its staff with respect to the Offer may provide that Documents promptly after the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws receipt of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedcomments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events or conditions set forth in Article 6 shall have occurred and be existing (unless waived as provided in Article 6), as promptly as practicable after the date hereof (but in no event later than the twentieth business day after the public announcement of this Agreement), Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer. The Offeror shall, subject Offer will be made pursuant to the Offer Documents (as defined below) containing the terms and conditions of set forth in this Agreement. Acquisition shall accept for payment, make an offer (purchase and pay for all Shares, Convertible Preferred Stock and Warrants which have been validly tendered and not withdrawn pursuant to the “Offer”) to purchase all of Offer at the outstanding Caza Shares (including any Caza Shares that are issued after the date earliest time following expiration of the Offer and prior that all conditions to the Expiry Time on the exercise Offer set forth in Article 6 shall have been satisfied or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharewaived by Acquisition. The obligation of Acquisition to accept for payment, purchase and pay for Shares, Convertible Preferred Stock and Warrants tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the condition that at least a majority of the then issued and outstanding Shares (giving effect to the conversion of all outstanding shares of Convertible Preferred Stock and the exercise of all then outstanding Warrants) be validly tendered (the "Minimum Condition") and the satisfaction of the other conditions set forth in Schedule A hereto Article 6. Acquisition expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer or to make any other changes in the terms and such other conditions as mutually agreed to of the Offer (provided that, unless previously approved by the parties Company in writing. The term “, no change may be made which decreases the Per Share Amount, which reduces the number of Shares to be purchased in the Offer” shall include , which changes the form of consideration to be paid in the Offer, which imposes conditions to the Offer as it may be amended, varied in addition to those set forth in Article 6 or extended which amends or changes any term or condition of the Offer in accordance with this Agreementa manner adverse to the holders of Shares). The Offeror and Caza shall cooperate in making on a timely basis any filings with respect In the case of shares of Convertible Preferred Stock tendered pursuant to the Offer, including amendments thereafter as required Acquisition shall pay the Per Share Amount multiplied by Securities Laws or Lawsthe number of Shares into which such Shares of Convertible Preferred Stock are then convertible. In the case of Warrants tendered pursuant to the Offer, Acquisition shall purchase such Warrants for a purchase price equal to the difference between the exercise price thereof and the Per Share Amount, multiplied by the number of Shares for which such Warrants are then exercisable. The Offer Per Share Amount shall be prepared paid net to each seller in cash, less any required withholding of taxes, upon the English language. Notwithstanding terms and subject to the foregoing, conditions of the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable lawOffer. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide Company agrees that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its subsidiaries will be aggregatedtendered in the Offer.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of set forth in this Agreement, make an offer within five (the “Offer”5) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued business days after the date of the Offer and prior to the Expiry Time public announcement, which shall occur on the exercise date hereof or surrender the following day, by Parent and the Company of Caza Options or Caza Warrantsthis Agreement, Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act (as hereinafter defined)) the Offer, which shall expire at midnight, New York City time, on the basis date that is twenty (20) business days after the date the Offer is commenced (the initial "Expiration Date," and any expiration time and date established pursuant to an authorized extension of 0.16 of the Offer as so extended, also an Offeror Share for each Caza Share"Expiration Date"). The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Lawobligation of Sub to, and of Parent to cause Sub to, commence the Offer, conduct and consummate the Offer as soon as practicable after the date hereof and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by (the parties in writing. The term “Offer” shall include the "Offer as it Conditions") (any of which may be amendedwaived in whole or in part by Sub in its sole discretion, varied or extended provided that, without the express written consent of the Company, Sub may not waive the Minimum Condition (as defined in accordance Exhibit A)). Sub expressly reserves the right, subject to compliance with this Agreement. The Offeror and Caza the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to or modify the Offer Conditions, including amendments thereafter the Minimum Condition, (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext sentence, extend the Offer, if all of the Offer Conditions are satisfied or waived, (v) change the form of consideration payable in the Offer or (vi) amend or alter any term of the Offer in any manner materially adverse to the holders of the Shares, provided, however, that nothing contained herein shall prohibit Sub, in its sole discretion without the consent of the Company, from waiving satisfaction of any condition to the Offer other than the Minimum Condition. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer may provide that (each individual extension not to exceed five (5) business days after the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazapreviously scheduled Expiration Date), its counsel and its financial advisors with a draft copy if at the then scheduled Expiration Date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, any of the Offer may provide that Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer is only being made in jurisdictions where permitted for any period required by any rule, regulation, interpretation or position of the Securities and that Exchange Commission (the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with "SEC") or the staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder Offer, and (C) extend the Offer on up to two occasions in each case for period of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive not more than five (5) business days beyond the nearest whole latest Expiration Date if on such Expiration Date there shall have been tendered more than the number of Caza Shares sufficient to satisfy the Minimum Condition but less than 90% of the Shares; provided, Parent agrees to permanently waive the Offer Conditions. In calculating such fractional interestSubject to the terms and conditions of the Offer and this Section 1.1(a), Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Caza Shares held by a registered holder shall be aggregatedvalidly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as practicable but in no event later than the later of (the “Offer”x) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued six Business Days after the date of this Agreement and (y) the first Business Day following publication in the Federal Register of SEC Release Number 34-54684 relating to the amendments to Rule 14d-10 promulgated under the Exchange Act (the date of such publications referred to as the “Publication Date”), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and prior accept for payment, and pay for, any Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto Exhibit A. The initial expiration date of the Offer shall be midnight New York City time on the later of (x) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the Publication Date and such other conditions as mutually agreed (y) the 20th Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) of the SEC) (the initial “Expiration Date” and any expiration time and date established pursuant to by the parties in writing. The term “Offer” shall include an extension of the Offer as it may be amendedso extended, varied also an “Expiration Date”). Merger Sub expressly reserves the right (x) if the Minimum Tender Condition has not been satisfied or extended in accordance with this Agreement. The Offeror if an Adverse Recommendation Change has been made, to increase the Offer Price and Caza (y) to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) waive the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or Laws. The Offer shall be prepared modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.1(a), extend the Offer, (vi) change the form of consideration payable in the English languageOffer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (i) extend the Offer may provide that for one or more consecutive increments of not more than five Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub’s obligation to purchase Shares are not satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11. In addition, if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is only being made not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than five Business Days each. In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in jurisdictions where permitted by applicable lawaccordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly own more than 80% of the Fully Diluted Shares. The Offeror shall provide Caza, its counsel On the terms and its financial advisors with a draft copy subject to the conditions of the Offer Documents prior and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to their finalization and mailing for their review and commentthe Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. Notwithstanding For the foregoingavoidance of doubt, the Offer parties hereto agree that shares of Restricted Company Common Stock may provide that be tendered in the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement acquired by Parent or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Merger Sub pursuant to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article 7 hereof and none of the events set forth in Annex I hereto (athe “Tender Offer Conditions”) The Offeror shallshall have occurred, Parent shall cause the Purchaser to (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) as promptly as reasonably practicable, but in any event within seven business days following the date of this Agreement, an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (C) use commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of this Agreement, make an offer (Parent and the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Purchaser, on the basis one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of 0.16 of an Offeror Share for the Company, in each Caza Sharecase as and to the extent required by applicable federal securities laws. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Lawobligation of the Purchaser to accept for payment, and shall pay for, any Shares tendered pursuant to the Offer will be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy satisfaction of the Tender Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the events or conditions set forth in Annex A shall have occurred and be existing, then, not later than the first business day after execution of this Agreement, the Parent shall issue a public announcement of the execution of this Agreement, and not later than the fifth business day after the date of the public announcement of the execution of this Agreement, the Purchaser shall, subject to the terms and conditions provisions of this Agreement, make an commence a tender offer (the “"Offer”") to purchase for all of the outstanding Caza shares of Common Stock, together with the associated rights issued pursuant to the Rights Agreement dated as of December 5, 1992, as amended (the "Company Rights Agreement"), between the Company and First Interstate Bank of California, as Rights Agent (collectively, the "Shares") at a price of $10.50 per Share, net to the seller in cash. The Purchaser shall accept for payment and pay for all Shares (including any Caza Shares that are issued after which have been validly tendered and not withdrawn pursuant to the date Offer at the earliest time following expiration of the Offer and prior that all conditions to the Expiry Time on Offer set forth in Annex A hereto shall have been satisfied or waived by the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza SharePurchaser. The obligation of the Purchaser to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto hereto, including the condition that a number of Shares representing not less than a majority of the Shares on a fully diluted basis shall have been validly tendered and such not withdrawn prior to the expiration date of the Offer (the "Minimum Condition"). Solely for purposes of determining whether the Minimum Condition has been satisfied, any Shares owned by Parent or Purchaser shall be deemed to have been validly tendered and not withdrawn pursuant to the Offer. The Purchaser expressly reserves the right to increase the price per Share payable in the Offer or to make any other changes in the terms and conditions as mutually agreed to of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the parties Company in writing. The term “, no change may be made which decreases the price per Share payable in the Offer” shall include , which changes the form of consideration to be paid in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer in addition to those set forth in Annex A hereto, which broadens the scope of such conditions, which increases the minimum number of Shares which must be tendered as it may be amendeda condition to the acceptance for payment and payment for shares in the Offer, varied which waives the Minimum Condition if such waiver would result in less than a majority of Shares being accepted for payment or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect paid for pursuant to the Offer, which, except as hereinafter set forth in this Subsection 1.01(a), extends the period of the Offer beyond 45 days after the date of commencement of the Offer, or which otherwise amends the terms of the Offer (including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared any of the conditions set forth in the English languageAnnex A) in a manner that is materially adverse to holders of Shares. Notwithstanding the foregoing, the Offer may provide that Purchaser may, without the consent of the Company, (i) extend the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaif, its counsel and its financial advisors with a draft copy at the scheduled expiration date of the Offer Documents prior Offer, any of the conditions to their finalization and mailing for their review and comment. Notwithstanding the foregoingPurchaser's obligation to purchase Shares shall not be satisfied until such time as such conditions are satisfied, or (ii) extend the Offer may provide that for a period of not more than 15 business days beyond the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled permitted under clause (i) of this sentence if, on the date of such extension, more than two-thirds but less than 90 percent of Shares have been validly tendered and not properly withdrawn pursuant to the Offer. It is agreed that the conditions set forth in Annex A are for the sole benefit of the Parent and the Purchaser and may be asserted by the Parent or the Purchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser, unless any such action or inaction by the Purchaser would constitute a fractional Offeror Share will breach by the Purchaser of any of its covenants under this Agreement) or may be entitled waived by the Parent or the Purchaser, in whole or in part at any time and from time to receive time, in its sole discretion. The failure by the nearest whole number Parent or the Purchaser at any time to exercise any of Caza Sharesthe foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. In calculating Any determination by the Parent or the Purchaser with respect to any of the foregoing conditions (including, without limitation, the satisfaction of such fractional interest, all Caza conditions) shall be final and binding on the parties. The Company agrees that no Shares held by a registered holder shall the Company will be aggregatedtendered in the Offer.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) Agreement and provided that this Agreement shall not have been terminated in accordance with its terms pursuant to purchase all Article VII hereof and none of the outstanding Caza Shares events set forth in paragraphs (including any Caza Shares that are issued a) through (e) or (h) of Exhibit A hereto shall have occurred or be existing, as promptly as reasonably practicable but in no event later than ten business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender public announcement of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Parent and Merger Sub shall commence the Offer within the meaning of the applicable rules and regulations of the Securities Laws and applicable LawExchange Commission (the "SEC"). The obligations of Parent and Merger Sub to accept for payment, and shall be pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Schedule A hereto Exhibit A. The initial expiration date of the Offer shall be the 25th business day following the commencement of the Offer (the initial "Expiration Date," and such other conditions as mutually agreed any expiration time and date established pursuant to by the parties in writing. The term “Offer” shall include an authorized extension of the Offer as it may so extended, shall also be amendeddefined herein as an "Expiration Date"). Parent and Merger Sub expressly reserve the right to waive any condition to the Offer or modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza except that, without the written consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (ii) reduce the Offer Price to be paid pursuant to the Offer, (iii) change or waive the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A), add to the conditions set forth in Exhibit A or Laws. The Offer shall be prepared modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) except as provided below in this Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the English languageOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may (but shall not be obligated to), without the consent of the Company and in its sole and absolute discretion, (A) from time to time extend the Offer may provide that if, at the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazascheduled Expiration Date, its counsel and its financial advisors with a draft copy any of the conditions of the Offer Documents prior shall not have been satisfied or waived until such time as such conditions are satisfied or waived to their finalization and mailing for their review and comment. Notwithstanding the foregoing, extent permitted by this Agreement; (B) extend the Offer may provide that for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer; or (C) extend the Offer is only being made for a "subsequent offering period" (as provided by Rule 14d-11 under the Exchange Act) for a period of three to twenty business days in jurisdictions where permitted order to acquire at least 90% of the outstanding shares of the Company Common Stock. On the terms and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost subject to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares conditions to the Offer that would otherwise be entitled are set forth in this Agreement, promptly after the Expiration Date, either Parent or Merger Sub shall accept for payment and purchase, as promptly as practicable after the date on which Parent or Merger Sub (as the case may be) first accepts shares for payment pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interestOffer (the "Acceptance Date"), all Caza Shares held by a registered holder shall be aggregatedshares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Parent and Merger Sub are permitted to accept and pay for under applicable law.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as practicable (but in no event later than five business days after the public announcement of the execution hereof), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Offer”"Exchange Act")) the Offer to purchase for cash all of the issued and outstanding Caza Shares, at a price of $13.50 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The Offer shall be subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, at least a majority of the Shares (including any Caza Shares that are issued after outstanding on a fully diluted basis as of the date expiration of the Offer (the "Minimum Condition") and prior to the Expiry Time on other conditions set forth in Annex A hereto (including the exercise Minimum Condition, herein referred to as the "Offer Conditions"). The Purchaser shall, subject to the terms of this Agreement, including the prior satisfaction or surrender waiver (except that the Minimum Condition may not be waived without the consent of Caza Options or Caza Warrants)the Company) of the Offer Conditions, on accept for payment and pay for any Shares tendered and not withdrawn pursuant to the basis of 0.16 of an Offeror Share for each Caza ShareOffer as soon as possible after the expiration thereof. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only by means of an offer to purchase (the conditions "Offer to Purchase") containing the Offer terms set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror Purchaser expressly reserves the right, in its sole discretion, to waive any such condition and Caza make any other changes in the terms and conditions of the Offer not inconsistent with the provisions of this Agreement, provided that, the Purchaser shall cooperate not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in making on a timely basis any filings with respect manner adverse to the Offer, including amendments thereafter as required holders of the Shares without the prior written consent of the Company (such consent to be authorized by Securities Laws the Company Board or Laws. The Offer shall be prepared in the English languagea duly authorized committee thereof). Notwithstanding the foregoing, the Purchaser shall, and Parent agrees to cause the Purchaser to, extend the Offer at any time up to May 10, 1999 for one or more periods of not more than 10 business days, or, if longer, for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, if at the initial expiration date of the Offer, or any extension thereof, any condition to the Offer (other than the Minimum Condition) is not satisfied or waived. In addition, the Offer Price may be increased and the Offer may provide be extended to the extent required by law in connection with such increase in each case without the consent of the Company. Subject to the foregoing, it is agreed that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy Conditions are for the benefit of the Offer Documents prior to their finalization Purchaser and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document asserted by the OfferorPurchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser or Parent not inconsistent with the terms hereof) or, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost except with respect to the Offeror. No fractional Offeror Shares will Minimum Condition, may be issued. Any holder of Caza Shares that would otherwise be entitled waived by the Purchaser, in whole or in part at any time and from time to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interesttime, all Caza Shares held by a registered holder shall be aggregatedin its sole discretion.

The Offer. (a) The Offeror Merger Sub shall not, and Parent shall cause Merger Sub not to, commence, within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer prior to April 14, 2015. As promptly as reasonably practicable on or after such date (and, in any event, within five (5) Business Days after such date), Merger Sub shall, subject and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that Offer are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto Annex I (the “Offer Conditions”). The Offer shall initially expire at 11:59 p.m. (New York City time) on the date twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act). Merger Sub expressly reserves the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of Company Common Stock, (v) except as required or permitted in this Section 1.1(a), 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 any holder of Company Common Stock or (viii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Subject to the provisions of Article VII, (i) if at any scheduled expiration date of the Offer any Offer Condition shall not have been satisfied or waived (to the extent permitted under applicable Law and this Agreement), Merger Sub may, in its sole discretion, without the consent of the Company, extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each (the length of such other conditions period to be determined by Parent or Merger Sub), or for any such period longer than five (5) Business Days as mutually agreed to by the parties hereto may agree, until the earlier of (A) the termination of this Agreement in writing. The term accordance with its terms and (B) October 30, 2015 (the “Offer” shall include End Date”); (ii) if at any scheduled expiration date of the Offer any Offer Condition shall not have been satisfied or waived (to the extent permitted under applicable Law and this Agreement), at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer, on one or more occasions, in consecutive increments of up to five (5) Business Days each (the length of such period to be determined by Parent or Merger Sub), or for any such period longer than five (5) Business Days as it the parties hereto may agree, until the earlier of (A) the termination of this Agreement in accordance with its terms and (B) the End Date; and (iii) Merger Sub shall extend the Offer for the minimum period required by applicable Law or the applicable rules, regulations interpretations or positions of the SEC or its staff or the New York Stock Exchange; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, in no event shall Merger Sub be required to extend the Offer (x) beyond the End Date or (y) at any time that Parent or Merger Sub is entitled to terminate this Agreement. Upon the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer. Payment of shares of Company Common Stock by Merger Sub pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” The Offer may not be terminated prior to its expiration date (as such expiration date may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.1(a)), unless this Agreement is validly terminated in accordance with Section 7.1. In the event that this Agreement is terminated pursuant to Article VII, Merger Sub shall promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect termination of the Offer pursuant to the Offer, including amendments thereafter immediately preceding sentence is referred to this Agreement as required by Securities Laws or Laws. The the “Offer shall be prepared in Termination,” and the English language. Notwithstanding the foregoing, date on which the Offer may provide that Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is only being made terminated or withdrawn by Merger Sub, or this Agreement is validly terminated in jurisdictions where permitted by applicable law. The Offeror accordance with Article VII, Merger Sub shall provide Cazapromptly return, its counsel and its financial advisors with a draft copy shall cause any depository acting on behalf of the Offer Documents prior Merger Sub to their finalization and mailing for their review and comment. Notwithstanding the foregoingreturn, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders all tendered shares of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Company Common Stock to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedholders thereof.

The Offer. (a) The Offeror shall, Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof and subject to the provisions hereof, Buyer shall cause Merger Sub promptly (but in no event later than five business days following the public announcement of the terms of this Agreement) to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase all outstanding shares of common stock of Xxxxx, par value $10.00 per share (the "Xxxxx Common Stock" or the "Shares"), at a price of $152.00 per Share, net to the seller in cash (the "Offer"). Subject to the satisfaction of the Offer Conditions (as defined below) and the terms and conditions of this Agreement, make an offer Merger Sub shall accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable under applicable law. The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any Shares tendered pursuant thereto shall be subject to only those conditions set forth in Annex A hereto (the “"Offer Conditions"), which are for the sole benefit of Buyer and Merger Sub and may be asserted by Buyer or Merger Sub or waived by Buyer or Merger Sub, in whole or in part, at any time and from time to time in their sole discretion. Xxxxx agrees that no Shares held by Xxxxx or any of its subsidiaries will be tendered to Merger Sub pursuant to the Offer”. Merger Sub will not, without the prior written consent of Xxxxx, (i) to purchase all decrease or change the amount or form of the outstanding Caza consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer, (including iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer (provided, that Buyer or Merger Sub in their sole discretion may waive any Caza Shares that are issued after of the date conditions to the Offer) or (v) make any change to any other provision of the Offer and prior that is materially adverse to the Expiry Time on holders of the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareShares. The Offer Merger Sub shall be made entitled to extend the Offer in accordance with this Agreementapplicable law, Securities Laws and applicable Law, and shall be subject only to but if the conditions set forth in Schedule Annex A hereto and such other conditions are satisfied as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis of any filings with respect to scheduled expiration date of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that not be extended by more than ten business days in the aggregate, except with the prior written consent of the Company or as required by law. If the conditions set forth in Annex A are not satisfied or waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy from time to time until the earlier of the consummation of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding or twenty business days following the foregoing, original expiration date of the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five business days after the date of this Agreement, Sprint shall commence the Offer. The Offeror shallobligation of Sprint to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, make an offer 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the “Offer”) to purchase all earlier of June 15, 1998 or the date of acceptance for payment of the outstanding Caza Shares shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (including any Caza Shares such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that are issued after is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and prior pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include (iii) extend the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making for any reason on a timely basis any filings with respect to one occasion for an aggregate period of not more than 5 business days beyond the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled to a fractional Offeror Share will be entitled to receive permitted under clause (i) or (ii) of this sentence but in no event may the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer extend beyond the Expiration Date.

The Offer. (a) The Offeror shallProvided that this Agreement shall --------- not have been terminated in accordance with Section 9.1 and none of the events or conditions set forth in Article 7 shall have occurred and be existing, subject as promptly as practicable, but in no event later than five (5) business days after the public announcement of the execution hereof by the parties, Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer; and Acquisition shall use reasonable efforts to consummate the Offer, including, without limitation, engaging an information agent in connection therewith. Acquisition shall accept for payment Shares which have been validly tendered and not withdrawn pursuant to the terms and conditions of this Agreement, make an offer (Offer at the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date earliest time following expiration of the Offer and prior that all conditions to the Expiry Time on the exercise Offer shall have been satisfied or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharewaived by Acquisition. The obligation of Acquisition to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the condition that at least 2,000,000 Shares be validly tendered (the "Minimum Condition") and the other conditions set forth in Schedule A hereto Article 7. Acquisition expressly reserves the right to increase the price per Share payable in the Offer or to make any other changes in the terms and such other conditions as mutually agreed to of the Offer (provided that, unless previously approved by the parties Company in writing, no change may be made which decreases the Per Share Amount, which changes the form of consideration to be paid in the Offer, which imposes conditions to the Offer in addition to those set forth in Article 7 or which broadens the scope of such conditions). It is agreed that the conditions set forth in Article 7 are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of the circumstances giving rise to any such condition (including any action or inaction by Acquisition) or may be waived by Acquisition, in whole or in part at any time and from time to time, in its sole discretion. The term “Offer” failure by Acquisition at any time to exercise any of the foregoing rights shall include the Offer as it not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be amended, varied or extended asserted at any time and from time to time. Any determination (which shall be made in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings good faith) by Acquisition with respect to any of the foregoing conditions (including, without limitation, the satisfaction of such conditions) shall be final and binding on the parties. The Per Share Amount shall be paid net to the seller in cash, less any required withholding of taxes, upon the terms and subject to such conditions of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide Company agrees that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its subsidiaries will be aggregatedtendered in the Offer. Pursuant to separate agreements, the persons listed in Schedules 2.1(a) and 2.1(b) have agreed not to tender in the Offer the number of Shares listed in such Schedules without Parent's consent.

The Offer. (aA) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer the Company shall commence, within the meaning of Rule 13e-4 of the Securities Exchange Act of 1934, as amended (the “Offer”"Exchange Act"), the Offer as promptly as practicable. Company shall accept for payment any and all shares of Company Class A Common Stock (the "Class A Common Shares") which have been validly tendered and not withdrawn pursuant to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after Offer at the date earliest time following expiration of the Offer and prior if all conditions to the Expiry Time Offer, as set forth on Annex A (the exercise or surrender of Caza Options or Caza Warrants"Offer Conditions"), on the basis of 0.16 of an Offeror Share for each Caza Shareshall have been satisfied. The obligation of the Company to accept for payment, purchase and pay for Class A Common Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to such Offer Conditions and to the further condition that a number of Class A Common Shares representing not less than a majority of the Class A Common Shares then outstanding shall have been validly tendered and not withdrawn prior to the final expiration date of the Offer (the "Minimum Condition"). Any of the conditions set forth may be waived in Schedule A hereto and such other conditions as mutually agreed to whole or in part by the parties Company in writingits sole discretion, other than Offer Condition (E) in Annex A and the Minimum Condition. The term “Company may waive Offer Condition (E) in Annex A only with the consent of the Special Committee that it be waived. The Company may waive the Minimum Condition only with the consent of Kennametal that it be waived and the Company shall waive the Minimum Condition if Kennametal and Acquisition waive the section 6.2(C) condition to their obligation to effect the Merger. The Company expressly reserves the right, subject to compliance with the Exchange Act, to modify the terms of the Offer” , except that no change in the Offer may be made: (i) which changes the Per Share Amount payable in the Offer, (ii) which changes the form of consideration to be paid in the Offer, or (iii) which reduces the maximum number of Class A Common Shares to be purchased in the Offer. The Company may: (i) extend the Offer on one or more occasions for up to ten business days for each such extension beyond the then scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer), if at the then scheduled expiration date of the Offer any of the conditions to the Company's obligation to accept for payment and pay for the Class A Common Shares shall include not be satisfied or waived, until such time as such conditions are satisfied or waived (subject to Kennametal's right to terminate this Agreement pursuant to Article 7) and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Subject to the terms and conditions of the Offer and this Agreement, the Company shall pay for all Class A Common Shares validly tendered and not withdrawn pursuant to the Offer that the Company becomes obligated to purchase pursuant to the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to soon as practicable after the expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated pursuant to Section 9.1 and that none of the events set forth in paragraphs (a) through (e) of Annex I shall exist, as promptly as practicable after the date of this Agreement (and in any event no later than six Business Days after the date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The Offer and the obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Company Shares tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of Company Shares that, together with the Company Shares then directly or indirectly owned by Parent, represents a majority of all Fully Diluted Shares as of immediately prior to the expiration of the Offer (as it may be extended pursuant to the terms of this Section 1.1(a)) (the “Minimum Condition”) and to the other conditions set forth in Annex I (collectively, the “Offer Conditions”). Merger Sub expressly reserves the right (but shall not be obligated) to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by the Company in writing, Merger Sub may not (i) waive the Minimum Condition, unless the Modified Minimum Condition is satisfied and Parent has made the Cash Election Request, (ii) change the form of consideration to be paid pursuant to the Offer, decrease the Offer Price or the number of Company Shares sought in the Offer, impose conditions to the Offer in addition to those set forth in Annex I, or otherwise amend or modify the Offer Conditions to the Offer in any manner materially adverse to the holders of Company Shares, or (iii) extend the expiration date of the Offer except as set forth in this Section 1.1(a). Subject to the terms and conditions of this Agreement, make an offer the Offer shall initially expire at midnight, New York City time, on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the “Offer”Exchange Act) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only commenced. Merger Sub shall extend the Offer on one or more occasions for periods determined by Merger Sub of up to 20 Business Days per extension if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived if in the reasonable determination of Parent such conditions are capable of being satisfied on or prior to the Outside Date; provided that (A) if all the Offer Conditions other than the Minimum Condition are satisfied or waived as of the first scheduled expiration of the initial offering period, then, unless (1) Merger Sub has previously commenced a Notes Offer or (2) the Modified Minimum Condition is satisfied, Merger Sub has waived the Minimum Condition and Parent has made the Cash Election Request, then in jurisdictions where permitted the case of either subclause (1) or (2) of this clause (A), Merger Sub shall be obligated to extend the Offer for an additional 10 Business Days, (B) if all the Offer Conditions other than the Minimum Condition are satisfied or waived as of the scheduled or extended expiration of the Offer, then Merger Sub shall not be obligated to extend the Offer unless required by applicable lawLaw (but shall be entitled to extend the Offer), and (C) if, at any scheduled or extended expiration of the Offer, (1) the Offer Conditions set forth in paragraphs (a) and (b) of Annex I have not been satisfied (other than by reason of a judgment, injunction or order that is not final or remains subject to appeal) or waived by Purchaser, (2) the Offer Condition set forth in paragraphs (c) or (d) of Annex I have not been satisfied or waived by Purchaser and, in the case of clause (2), the breach or failure to perform or comply that has caused such non-satisfaction is not capable of being cured within 20 days after receipt by the Company of notice of such breach or failure from Purchaser or, if capable of being cured within such period (it being understood that a willful failure to comply with Section 7.5 shall be deemed incapable of being cured), has not been cured within such period or (3) the Offer Condition set forth in paragraph (e) of Annex I has not been satisfied or waived, then, in the case of any of subclause (1), (2) and (3) of this Clause (C), Merger Sub shall not be obligated (but shall be entitled) to extend the Offer; provided, further, that (x) Merger Sub shall not, and shall not be required to, extend the Offer beyond the Outside Date or (y) Merger Sub shall not be required (but shall be entitled) to extend the Offer at any time that it is permitted to terminate this Agreement pursuant to ARTICLE IX. The Offeror Following expiration of the Offer, Merger Sub may, in its sole discretion, provide one or more subsequent offering periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act, if, as of the commencement of each such period, there shall provide Cazanot have been validly tendered and not withdrawn pursuant to the Offer and any prior Subsequent Offering Period that number of Company Shares necessary to permit the Merger to be effected without a meeting of stockholders of the Company, its counsel in accordance with Section 253 of the DGCL. Subject to the foregoing, including the requirements of Rule 14d-11, and its financial advisors with a draft copy upon the terms and subject to the satisfaction or waiver by Merger Sub of the Offer Documents prior Conditions as of any scheduled or extended expiration of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, (A) as promptly as practicable after the final expiration of the Offer, all Company Shares validly tendered and not withdrawn pursuant to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that and (B) as promptly as practicable, all Company Shares validly tendered in any Subsequent Offering Period. The Offer Price payable in respect of each Company Share validly tendered and not withdrawn pursuant to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result validly tendered in any material cost Subsequent Offering Period shall be paid net to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled thereof in cash, subject to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedreduction for any applicable withholding Taxes.

The Offer. (a) The Offeror shall, subject to As promptly as practicable but in no event later than ten (10) business days after the terms and conditions date of this Agreement, make an offer (Sub shall, and Parent shall cause Sub to, commence the “Offer”) to purchase all Offer within the meaning of the outstanding Caza Shares (including any Caza Shares that are issued after the date applicable rules and regulations of the Offer SEC. The obligation of Sub to, and prior of Parent to cause Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it (any of which may be amendedwaived by Sub in its sole discretion, varied or extended in accordance with this Agreementexcept as otherwise provided herein). The Offeror and Caza shall cooperate in making on a timely basis any filings with respect Sub expressly reserves the right to modify the terms of the Offer, including amendments thereafter except that, without the consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer or reduce or waive the Minimum Tender Condition, (ii) reduce the consideration per share of Company Common Stock to be paid pursuant to the Offer below the Offer Price, (iii) modify or add to the conditions set forth in Exhibit A, (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext sentence, extend the Offer or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer may provide that for up to forty-five (45) days, if at the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy initial scheduled expiration date of the Offer Documents (which shall be twenty (20) business days following the commencement of the Offer) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer, if all of the conditions to the Offer are satisfied or waived but the number of the Shares validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares on a Fully Diluted Basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); provided, that Sub shall immediately accept and promptly pay for all Company Common Stock tendered prior to their finalization the date of an extension pursuant to clause (B) and mailing shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension, (C) extend the Offer for their review any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and comment. Notwithstanding (D) extend the foregoingOffer in increments of not more than twenty (20) business days, if at the initial scheduled expiration of the Offer (or any extension thereof) the waiting period (and any extension thereof) applicable to any of the Transactions under the HSR Act shall not have been terminated or shall not have expired or any consents, approvals and filings under any foreign antitrust law, the Offer may provide that absence of which would prohibit the consummation of the Merger, shall not have been obtained or made. On the terms and subject to the conditions of the Offer is only being made in jurisdictions where permitted and that the Offeror Shares this Agreement, Sub shall only be distributed to holders pay for all shares of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction Company Common Stock validly tendered and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost withdrawn pursuant to the OfferorOffer as soon as practicable after the expiration of the Offer and, with respect to any extension of the Offer, as soon as practicable after shares of Company Common Stock are validly tendered. No fractional Offeror Shares will be issued. Any holder Sub may, at any time, transfer or assign to one or more Subsidiaries of Caza Shares that would otherwise be entitled Parent the right to a fractional Offeror Share will be entitled purchase all or any portion of the shares of Company Common Stock tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Sub or Parent of their respective obligations under the Offer or prejudice the rights of tendering stockholders to receive the nearest whole number payment for shares of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany Common Stock validly tendered and accepted for payment.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable but in no event later than five business days after the date hereof, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the SEC); provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and prior accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be is subject only to the conditions set forth in Schedule A hereto Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The initial expiration date of the Offer (the EXPIRATION DATE) shall be the 20th business day following the commencement of the Offer (determined pursuant to Rules 14d-1 and such other conditions as mutually agreed to 14d-2 promulgated by the parties SEC). Sub expressly reserves the right to modify the terms and conditions of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock sought to be purchased in writing. The term “the Offer” shall include , (ii) reduce the Offer Price, (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the conditions set forth in Annex 1, (v) except as it may be amendedprovided in the next sentence, varied extend the Offer, (vi) change the form of consideration payable in the Offer or extended (vii) amend any other condition of the Offer in any manner adverse to the Company's stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation, position or request of the SEC or the staff thereof applicable to the Offer and (C) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC). Without limiting the right of Sub to extend the Offer, in the event that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the date that is 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the Offer is not capable of being satisfied on or prior to the date specified in Section 9.1(b)(ii)(B), provided that such inability to satisfy such condition is not due to any failure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with this Agreementits terms and (z) the date specified in Section 9.1(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. The Offeror On the terms and Caza shall cooperate in making on a timely basis any filings with respect subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy conditions of the Offer Documents prior and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment shares of Company Common Stock tendered as soon as it is legally permitted to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with do so under applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedLaw.

The Offer. (a) The Offeror shall, Provided that this Agreement shall not have been terminated in accordance with Section 10.1 and subject to the terms and conditions provisions of this Agreement, make an offer as promptly as practicable but in no event later than five (the “Offer”5) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Business Days after the date of the Offer public announcement by Parent and prior to the Expiry Time on the exercise or surrender Company of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawNewco shall, and Parent shall cause Newco to, commence the Offer. The obligation of Newco to, and of Parent to cause Newco to, commence the Offer and accept for payment, and pay for, any shares (the "Shares") of Company Common Stock properly tendered pursuant to the Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it Exhibit "B" any of which may be amendedwaived in whole or in ----------- part by Newco in its sole discretion, varied or extended provided that, without the prior written consent of the Company, Newco shall not waive the Minimum Condition (as defined in accordance Exhibit "B"). Newco expressly reserves the right to modify the terms of the ----------- Offer in a manner not inconsistent with this Agreement. The Offeror and Caza , except that, without the prior written consent of the Company, Newco shall cooperate not (i) reduce the number of Shares to be purchased in making on a timely basis any filings with respect to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext sentence, extend the Offer, (v) change the form of consideration payable in the Offer, or (vi) make any other change or modification in any of the terms of the Offer in any manner that could reasonably be expected to be adverse to the holders of Shares. Notwithstanding the foregoing, Newco may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy (i) extend the Offer, if at the scheduled or extended expiration date of the Offer, any of the Offer Documents Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived but in any event, Newco shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date (as defined in Section 10.1(b) hereof), (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to their finalization and mailing the Offer, or (iii) extend the Offer for their review and comment. Notwithstanding a period of up to five Business Days if, on any scheduled expiration date on which the foregoingOffer Conditions shall have been satisfied or waived, the Offer may provide number of Shares which have been validly tendered and not withdrawn represent more than 50% of the aggregate outstanding Shares (assuming the exercise of all options to purchase, and the conversion or exchange of all securities convertible or exchangeable into Shares which are outstanding as of the consummation of the Offer), but less than 90% of the then issued and outstanding Shares. Parent and Newco each agree that Newco will not terminate the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result between scheduled expiration dates (except in the imposition of any reporting obligations on event that this Agreement is terminated) and that, in the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares event that Newco will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled terminate the Offer at any scheduled expiration date thereof due to receive the nearest whole number failure of Caza Sharesone or more of the Offer Conditions, unless this Agreement shall have been, terminated, Newco shall, and Parent shall cause Newco to, extend the Offer until such date as the Offer Conditions have been satisfied or such later date as required by Applicable Law; provided however, that nothing herein shall require Newco to extend the Offer beyond the Cut-Off Date (as defined in Section 10.1(b) hereof). In calculating such fractional interestSubject to the terms and conditions of the Offer in this Agreement, Newco shall, and Parent shall cause Newco to accept for payment, all Caza Shares held validly tendered and not withdrawn pursuant to the Offer as soon as Newco is permitted to accept such Shares for payment pursuant to the Offer, and then pay for such Shares promptly as required by a registered holder SEC Rule 14(e) - 1(c). If this Agreement is terminated by either Parent or Newco or by the Company, Newco shall, and Parent shall be aggregatedcause Newco to, terminate promptly the Offer.

The Offer. (a) The Offeror shall, Provided that this Agreement shall not have been terminated in accordance with SECTION 8.1 and subject to the terms and conditions other provisions of this Agreement, make an offer as promptly as practicable but in no event later than five (the “Offer”5) to purchase all of the outstanding Caza Shares Business Days (including any Caza Shares that are issued as defined below) after the date of this Agreement, Acquisition Sub shall, and Purchaser shall cause Acquisition Sub to, commence the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareOffer. The initial scheduled expiration date for the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Lawtwenty (20) Business Days following the commencement of the Offer. The obligation of Acquisition Sub to, and of Purchaser to cause Acquisition Sub to, accept for payment, and pay for, Shares of Company Common Stock properly tendered pursuant to the Offer shall be subject only to the conditions set forth in Schedule ANNEX A attached hereto and such other conditions (the "OFFER CONDITIONS"), any of which may be waived, in whole or in part, by Acquisition Sub, in its sole discretion except as mutually agreed set forth below. Acquisition Sub expressly reserves the right to by modify the parties in writing. The term “Offer” shall include terms of the Offer as it may be amended, varied or extended in accordance a manner not inconsistent with this Agreement. The Offeror , except that, without the prior written consent of the Company, Acquisition Sub shall not (i) waive or otherwise modify the Minimum Condition (as defined in ANNEX A attached hereto) so as to reduce the minimum number of Shares that Acquisition Sub will accept in the Offer to an amount constituting less than sixty-six and Caza shall cooperate two-thirds percent (66 2/3%) of the aggregate outstanding Shares, (ii) reduce the Per Share Amount, (iii) impose any conditions to the Offer in making on a timely basis addition to the Offer Conditions or modify the Offer Conditions (other than to waive any filings with respect Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared (v) change the form of consideration payable in the English languageOffer, (vi) reduce the maximum number of Shares to be purchased, or (vii) amend, add to or waive (except to the extent expressly permitted by this Agreement) any other term of the Offer in a manner adverse to the holders of Shares of Company Common Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer may provide that if, at the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazascheduled or extended expiration date of the Offer, its counsel and its financial advisors with a draft copy any of the Offer Documents Conditions shall not have been satisfied or waived, until such time as such conditions are satisfied or waived but, in any event, Acquisition Sub shall not, without the prior to their finalization and mailing for their review and comment. Notwithstanding written consent of the foregoingCompany, extend the Offer may provide that beyond the Cut-Off Date (as defined in SECTION 8.1(b) hereof) or (ii) extend the Offer is only being made in jurisdictions where permitted and that for any period required by any rule, regulation, interpretation or position of the Offeror Shares shall only be distributed SEC or the staff thereof applicable to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.the

The Offer. (a) The Offeror Provided that none of the conditions set forth in Annex I to this Agreement shall have occurred, the Purchaser (or one or more other direct or indirect wholly-owned subsidiaries of Parent) shall, subject to the terms and conditions not later than one business day after execution of this Agreement, make publicly announce the transactions contemplated hereby, and not later than five business days after execution of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer (the “Offer”) to purchase all Shares at a price of $24.00 per Share, net to the seller in cash (the "Offer," which term shall include any amendments to such Offer not prohibited by this Agreement) and, subject to a minimum of not less than a majority of the outstanding Caza Shares (including any Caza Shares that are issued after on a fully-diluted basis) being validly tendered and not withdrawn prior to the date expiration of the Offer (the "Minimum Condition") and prior to the Expiry Time on further conditions set forth in Annex I of this Agreement, shall consummate the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareOffer. The Offer shall be made by means of an offer to purchase containing the Minimum Condition and the further conditions set forth in accordance Annex I. The Purchaser hereby covenants and agrees that it shall hold the Offer open for no less than 25 business days. Simultaneously with this Agreementthe commencement of the Offer, the Purchaser shall file with the Securities Laws and applicable LawExchange Commission (the "Commission") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (the "Schedule 14D-1"). Notwithstanding the foregoing, and shall be subject only to in the event any of the conditions set forth in Schedule A hereto Annex I to this Agreement shall have occurred, the Purchaser may terminate the Offer. In the event the Purchaser terminates the Offer, it may, subject to the prior written approval of the Board of Directors of the Company, seek the approval of the Company's stockholders for the Merger pursuant to the applicable provisions of the General Corporation Law of the State of Delaware, as amended ("Delaware Law"), as provided in Section 6.11. In such event, the Company shall take all necessary action to call a special meeting of its stockholders to seek such approval, and to prepare and file with the Commission a proxy statement relating to such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amendedspecial meeting, varied or extended all in accordance with this Agreement. The Offeror Sections 6.1 and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated6.2 hereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the fifth (5th) Business Day from and including the date of initial public announcement of this Agreement). The Offeror shallobligation of Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clauses (v)(a) or (v)(b) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Sub in their sole discretion), and the obligation of Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Sub may not waive the condition in clause (i) of Annex A (the “Minimum Condition”) or the condition in clause (ii) or (iii) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, make an offer (Sub shall, and Parent shall cause Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the “Offer”) to purchase all Offer as soon as practicable after the expiration of the outstanding Caza Shares Offer (including any Caza Shares that are issued after the date of acceptance for payment, the Offer “Acceptance Date” and prior to the Expiry Time time of acceptance for payment on the exercise Acceptance Date, the “Acceptance Time”) or surrender (in the case of Caza Options Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof without interest, subject to any withholding of Taxes required by applicable Law or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws Sections 3.2(i) and applicable Law, and (j). Parent shall provide or cause to be subject only provided to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making Sub on a timely basis funds sufficient to purchase and pay for any filings with respect and all Shares that Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject not withdrawn prior to the expiration or termination of the Offer (the "Minimum ------- Share Condition") and (ii) to the other conditions to the Offer set forth in --------------- Exhibit A. The Purchaser may at any time transfer or assign to one or more --------- corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer (the "Tendered -------- Shares"), but no such assignment shall relieve the Purchaser of its ------ obligations hereunder. The Purchaser expressly reserves the right to waive any of the conditions to the Offer set forth in Exhibit A and to modify the terms --------- and conditions of this Agreementthe Offer; provided, make an offer (however, that, without the “Offer”) to purchase all prior written -------- ------- approval of the outstanding Caza Company, the Purchaser shall not amend or modify the terms of the Offer to (i) reduce the cash price to be paid pursuant to the Offer, (ii) reduce the number of Shares as to which the Offer is made, (including any Caza iii) change the form of consideration to be paid in the Offer, (iv) modify or waive the Minimum Share Condition, or (v) impose conditions to its obligation to accept for payment or pay for the Tendered Shares that are issued after other than those set forth in Exhibit A. --------- Notwithstanding anything else in this Agreement to the contrary, without the consent of the Company, Purchaser shall have the right to extend the Offer beyond the initial expiration date of the Offer (which shall be twenty (20) business days following commencement of the Offer, the "Initial Expiration ------------------ Date"), to August 1, 2000 in any event, and in the following events: (i) from ---- time to time if, at the Initial Expiration Date (or extended expiration date of the Offer, if applicable) any of the conditions to the Offer (other than the Minimum Share Condition to which this clause does not apply) shall not have been satisfied or waived, until such conditions are satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the Staff thereof applicable --- to the Offer or any period required by applicable law; (iii) if all conditions to the Offer other than the Minimum Share Condition are satisfied or waived, but the Minimum Share Condition has not been satisfied, for one or more periods not to exceed ten (10) business days each (or an aggregate of thirty (30) business days for all such extensions; or (iv) if all of the conditions to the Offer are satisfied or waived but the number of shares of Company Common Stock validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares of Company Common Stock on a diluted basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); provided that Purchaser shall accept and promptly pay for all -------- securities tendered prior to the Expiry Time on the exercise or surrender date of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, such extension and shall be subject only to otherwise meet the conditions set forth requirements of Rule 14d-11 under the Exchange Act in Schedule A hereto and connection with each such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedextension.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable but in no event later than five business days after the date of the Offer public announcement by Parent and prior to the Expiry Time on the exercise or surrender Company of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawSub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by (the parties in writing. The term “Offer” shall include the "Offer as it Conditions") (any of which may be amendedwaived in whole or in part by Sub in its sole discretion, varied or extended provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in accordance with this AgreementExhibit A)). The Offeror and Caza Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) modify or add to the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer may provide that if at the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy scheduled or extended expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, any of the Offer may provide that Conditions shall not be satisfied or waived until such time as such conditions are satisfied or waived, (ii) extend the Offer is only being made in jurisdictions where permitted for any period required by any rule, regulation, interpretation or position of the Securities and that Exchange Commission (the Offeror Shares shall only be distributed "SEC") or the staff thereof applicable to holders the Offer, (iii) extend the Offer on one or more occasions for an aggregate period of Caza Shares outside of Canada not more than five business days beyond the scheduled or extended expiration date if such shares can be distributed in compliance with applicable securities laws as of such jurisdiction expiration date sufficient Shares have not been tendered in order for the Merger to be effected without a vote of the Company's shareholders pursuant to Section 450.1711 of the MBCA and provided such distribution does (iv) extend the Offer for any reason on one or more occasions for an aggregate period of not require more than five business days beyond the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled permitted under clause (i), (ii) or (iii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. In the event that the Company delivers to Parent a Section 9.1(e) Notice (as defined in Section 9.1(e)), Sub shall extend the Offer to the earlier of (i) a date that is not earlier than seven business days following the date of such delivery, unless the Offer would otherwise not expire prior thereto, or (ii) the termination of this Agreement by the Company pursuant to Section 9.1(e). In the event that Parent delivers to the Company the notice contemplated in paragraph (d) or (e) of Exhibit A, Sub shall extend the Offer to a fractional Offeror Share will be entitled date not earlier than two business days following the end of the 20- day cure period contemplated in such paragraph (d) or (e) or, if earlier, the date on which the breach or failure to receive perform or comply, as the nearest whole number case may be, is cured, unless the Offer would otherwise not expire prior thereto. Subject to the terms and conditions of Caza Shares. In calculating such fractional interestthe Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Caza Shares held by a registered holder shall be aggregatedvalidly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01, 8.02, 8.03 or 8.04 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. The Offeror obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the satisfaction of (i) the condition (the "Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that, the Purchaser will not (i) decrease the Per Share Amount, (ii) reduce the number of Shares sought in the Offer, (iii) add to the conditions to the Offer set forth in Annex A hereto, (iv) change the form of consideration to be paid in the Offer or (v) make any other change in the terms of the Offer that is adverse to holders of Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer. Notwithstanding the foregoing, without the consent of the Company, Purchaser shall have the right to extend the Offer (but in no event later than the Termination Date) (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived, (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law and (iii) on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to the Offer, together with the Shares then owned by Parent, represents more than 80% but less than 90% of the outstanding Shares on a fully-diluted basis. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, subject to Section 8.04(b), Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived. Upon the terms and subject to the conditions of the Offer, Purchaser shall accept for payment Shares that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time that all conditions to the Offer shall have been satisfied or waived by Purchaser. Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to (including, without limitation, the Expiry Time on the exercise or surrender of Caza Options or Caza WarrantsMinimum Condition), on the basis Purchaser shall pay, as promptly as practicable after expiration of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel for all Shares validly tendered and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedwithdrawn.

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and that none of the events set forth in paragraphs (2) and (3) of Exhibit A hereto shall have occurred and be continuing, Purchaser shall, subject to and Parent shall cause Purchaser to, as promptly as practicable (but in no event later than ten Business Days following the terms and conditions date of this AgreementAgreement commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended (the “OfferExchange Act”))) the Offer to purchase all outstanding Shares, at the Offer Price. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and to pay for any Shares tendered pursuant to the outstanding Caza Shares Offer shall be subject to only those conditions set forth in Exhibit A (including any Caza Shares that are issued after the “Offer Conditions”). The initial expiration date of the Offer shall be the twentieth Business Day (as defined in Section 9.10(c)) following (and including the day of) the commencement of the Offer. Purchaser expressly reserves the right (but is not obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Expiry Time on Offer, (C) waive the exercise or surrender of Caza Options or Caza WarrantsMinimum Tender Condition (as defined in Exhibit A), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only (D) add to the conditions set forth on Exhibit A, (E) modify the conditions set forth on Exhibit A in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect manner adverse to the Offerholders of Shares, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in (F) extend the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding except as required or permitted by Section 1.01(a)(ii) or (G) make any other change in the foregoing, terms or conditions of the Offer may provide that which is adverse to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that (1) none of the events or circumstances set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred and be existing (and shall not have been waived by Merger Sub) and (2) the Company shall have complied in all material respects with its obligations under Section 1.2, subject to as promptly as reasonably practicable, but in no event later than ten (10) business days (as defined in Rule 14d-1(g)(3) promulgated by the terms United States Securities and conditions Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this Agreement, make an offer (Merger Sub shall, and Parent shall cause Merger Sub to, commence the “Offer”) to purchase all Offer within the meaning of the outstanding Caza Shares (including any Caza Shares that are issued after the date applicable rules and regulations of the Offer SEC. The obligations of Merger Sub to, and prior of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. Annex A. The term “Offer” shall include initial expiration date of the Offer as it may shall be amended, varied or extended in accordance with this Agreementthe 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). The Offeror and Caza shall cooperate in making on a timely basis Merger Sub expressly reserves the right to waive any filings with respect condition to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared to increase the price per Share payable in the English languageOffer and/or to modify the other terms of the Offer, except that, without the consent of the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive the Minimum Tender Condition (as defined in Annex A), (iv) add to the conditions set forth in Annex A or modify any condition set forth in Annex A in a manner adverse to the holders of Company Common Stock, (v) extend the Offer (except as provided below), (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer may provide that the Offer is only being made in jurisdictions where permitted (i) for any period required by applicable law. The Offeror shall provide Cazaany rule, its counsel and its financial advisors with a draft copy regulation, interpretation or position of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding SEC or the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder Offer, (ii) if at the scheduled expiration date of Caza Shares the Offer, any of the conditions set forth in Annex A shall not have been satisfied or waived, for one (1) or more periods of not more than ten (10) business days each, until such time as such conditions are satisfied or waived, or (iii) for one (1) or more periods for an aggregate period of not more than twenty (20) business days beyond the latest expiration date that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole permitted if, on such expiration date, there shall not have been tendered and not withdrawn that number of Caza Shares that, together with any Shares then owned by Parent, would equal ninety percent (90%) or more of the issued and outstanding Shares; provided that if Merger Sub shall extend the offer pursuant to this clause (iii), Merger Sub shall waive during such extension all conditions set forth in Annex A other than the Minimum Tender Condition, the Regulatory Condition and the conditions set forth in paragraphs (a), (b) and (f) therein. In calculating addition, subject to Parent’s right to terminate this Agreement pursuant to Section 9.1, (i) if at the initially scheduled expiration date of the Offer, any one or more of the Minimum Tender Condition, the Regulatory Condition or the conditions set forth in paragraphs (a), (b), (e) or (f) of Annex A are not satisfied, at the request of the Company Merger Sub shall, and Parent shall cause Merger Sub to, extend the offer one (1) time for a period of up to ten (10) business days and (ii) if at any extended expiration date of the Offer, the Regulatory Condition or the conditions set forth in paragraphs (e) or (f) of Annex A are not satisfied, at the request of the Company Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for increments of not more than ten (10) business days each until such fractional interesttime as such conditions are satisfied or waived; provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date. Further, Merger Sub may, without the consent of the Company, make available a “subsequent offering period”, in accordance with Rule 14d-11 promulgated by the SEC under the Exchange Act, for up to twenty (20) business days. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, pay for all Caza Shares held validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. For the avoidance of doubt, the parties hereto agree that shares of Restricted Stock may be tendered in the Offer and be acquired by a registered holder shall be aggregatedParent or Merger Sub pursuant to the Offer.

The Offer. (a) The Offeror So long as this agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex I hereto (as hereinafter provided) shall have occurred or exist, the Purchaser shall, subject to and Parent shall cause the terms and conditions Purchaser to, commence (within the meaning of this AgreementRule 14d-2(a) of the Securities Exchange Act of 1934, make an offer as amended (the “Offer”"Exchange Act")) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable after the date of hereof, but in any event not later than the fifth business day following the date hereof, the Offer and prior for all outstanding Shares at the Share Offer Price applicable to such Shares, net to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made seller in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended cash in accordance with this Agreement. The Offeror initial expiration date for the Offer shall be the twentieth business day from and Caza after the date the Offer is commenced, including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act (the "Initial Expiration Date"). As promptly as reasonably practicable, on the commencement date of the Offer, the Parent and the Purchaser shall cooperate in making on a timely basis any filings file with the Securities and Exchange Commission (the "SEC"), with respect to the Offer, including the Purchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") (together with any supplements or amendments thereafter thereto, the "Offer Documents"), which shall contain (as required by Securities Laws or Lawsan exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. The Offer Company and its counsel shall be prepared given an opportunity to review and comment upon the Offer Documents and any amendment or supplement thereto prior to the filing thereof with the SEC, and Parent and Purchaser shall consider such comments in good faith. Parent and Purchaser agree to provide to the Company and its counsel any comments which Parent, Purchaser or their counsel may receive from the Staff of the SEC with respect to the Offer Documents promptly after receipt thereof. The obligation of Parent to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject to the satisfaction or waiver (to the extent permitted by this Agreement) of the conditions set forth in Annex I hereto (the "Offer Conditions"). Without the prior written consent of the Company, the Purchaser shall not decrease the price per Share or change the form of consideration payable in the English language. Notwithstanding Offer, decrease the foregoingnumber of Shares sought to be purchased in the Offer, change the Offer may provide that conditions set forth in Annex I, waive the Offer is only being made Minimum Condition (as defined in jurisdictions where permitted by applicable law. The Offeror shall provide CazaAnnex I), its counsel and its financial advisors with a draft copy impose additional conditions to the Offer, except as otherwise provided herein, extend the Initial Expiration Date or amend any other term of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.any

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and prior accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. Exhibit A. The term “Offer” shall include initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as it may be amendedamended (the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror except that, without the consent of the Company, Sub shall not and Caza Parent shall cooperate in making on a timely basis any filings with respect not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or Laws. The Offer shall be prepared add to the conditions set forth in Exhibit A, (v) except as provided in the English languagenext sentence, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy (A) if at the scheduled or any extended expiration date of the Offer Documents prior (whether extended pursuant to their finalization and mailing for their review and comment. Notwithstanding this clause (A) or otherwise) any of the foregoingconditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer may provide for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer is only being made for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in jurisdictions where permitted Exhibit A) have been validly tendered and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result withdrawn in the imposition Offer, extend the Offer for a period of any reporting obligations on not more than ten business days in the Offeror in such jurisdiction or result in any material cost to aggregate beyond the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number permitted under clause (A) or (B) of Caza Sharesthis sentence. In calculating addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such fractional interestincrements as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all Caza Shares held by a registered holder shall be aggregatedshares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in paragraph (2) of Exhibit A hereto shall have occurred and be continuing and the Company shall have filed, or shall be prepared to file upon commencement of the Offer, the Schedule 14D-9 (as defined below) as contemplated by Section 1.2(b) hereof, Purchaser shall, subject to and Parent shall cause Purchaser to, as promptly as practicable (but in no event later than eight (8) Business Days following the public announcement of the terms and conditions of this Agreement) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, make as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) an offer to purchase all outstanding shares (individually, a “Share” and collectively, the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”), at a price (such price, or any other price as may be paid in the Offer, the “Offer Price”) of $7.00 per Share, net to the seller in cash (the “Offer”) ). The obligations of Purchaser to, and of Parent to purchase all of cause Purchaser to, accept for payment and to pay for any Shares tendered pursuant to the outstanding Caza Shares Offer shall be subject to only those conditions set forth in Exhibit A (including any Caza Shares that are issued after the “Offer Conditions”). The initial expiration date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreementthe twentieth Business Day following the commencement of the Offer. Purchaser expressly reserves the right to waive any Offer Condition or modify the terms of the Offer, Securities Laws and applicable Lawexcept that, and without the prior written consent of the Company, Purchaser shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include not (A) decrease the Offer as it may be amendedPrice or change the form of the consideration payable in the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect (B) decrease the number of Shares sought pursuant to the Offer, including amendments thereafter (C) waive the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A) or Laws. The impose additional conditions to the Offer shall be prepared or (D) make any other change in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy terms or conditions of the Offer Documents prior which is adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.1 and no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy the condition set forth in clause (ii)(a) of Annex A hereto, subject to Purchaser shall commence the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Offer as soon as practicable after the date of hereof, and in any event within eight business days from the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharedate hereof. The Offer shall be made in accordance with this Agreement, Securities Laws obligation of Purchaser to accept for payment and applicable Law, pay for Shares validly tendered and not withdrawn shall be subject only to the satisfaction or waiver by Purchaser of the conditions or events set forth in Schedule Annex A hereto (the "Offer Conditions"). Purchaser expressly reserves the right, in its sole discretion, to waive any such condition and such make any other changes in the terms and conditions as mutually agreed to of the Offer; provided that, unless previously approved by the parties Company in writing, (i) Purchaser may not waive the Minimum Condition (as defined in Annex A) or any of clauses (ii)(a), (e) or (f) of the Offer Conditions, (ii) Purchaser may not extend the expiration date of the Offer beyond the initial expiration date of the Offer except (A) as required by applicable law, (B) that if any condition to the Offer has not been satisfied or waived (other than as a result of the failure by Parent or Purchaser to perform any of its obligations under this Agreement), Purchaser may, in its sole discretion, extend the expiration date of the Offer for one or more periods (not in excess of 10 business days each) but in no event later than the Outside Date (as defined below) or (C) as provided hereafter in this Section 1.1(a), (iii) no change may be made which decreases the price per Share payable in the Offer, (iv) there shall be no change to the form of consideration payable in the Offer (other than by adding consideration), (v) there shall be no reduction in the maximum number of Shares to be purchased in the Offer and (vi) there shall be no imposition of any condition to the Offer in addition to those set forth herein, there shall be no modification or amendment to the Offer Conditions and the Offer shall not be otherwise modified or amended, in each case, in a manner which is adverse to holders of the Shares. On the terms and subject to the prior satisfaction or waiver of the Offer Conditions, Parent shall provide funds to Purchaser and Purchaser shall accept for payment and pay for Shares as soon as it is permitted to do so under applicable law; provided that (i) at each scheduled expiration date of the Offer, if any of the Offer Conditions shall not be satisfied or waived, Purchaser shall, at the request of the Company, extend the expiration date of the Offer for one or more periods (not in excess of 10 business days each) but in no event later than the Outside Date and (ii) Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission ("the SEC") or the staff thereof applicable to the Offer. The term “Offer” shall include initial expiration date of the Offer as it may shall be amended, varied or extended 20 business days from the commencement of the Offer in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and that none of the events set forth in Paragraph (2) of Annex I hereto shall exist or have occurred and be continuing, as promptly as practicable after the date hereof, but in no event later than the fifth business day after the date hereof, Merger Sub shall, subject to and Parent shall cause Merger Sub to, commence (within the terms and conditions meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended (the “OfferExchange Act”)) the Offer to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after shares of Company Common Stock at the date Offer Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for shares of Company Common Stock validly tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and not subsequently withdrawn shall be subject only to the conditions set forth in Schedule A Annex I hereto and such other conditions as mutually agreed to by (the parties in writing“Offer Conditions”). The term date on which Merger Sub “Offercommences” shall include the Offer (within the meaning of Rule 14d-2 under the Exchange Act) is hereafter referred to as it may be amendedthe “Offer Commencement Date”. To the extent permitted by applicable Law, varied Merger Sub expressly reserves the right to waive any of the Offer Conditions and to make any change in the terms of the Offer, except that without the prior consent of the Company, Merger Sub shall not (A) decrease the Offer Price or extended change the form of the consideration payable in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect the Offer, (B) decrease the number or percentage of shares of Company Common Stock sought pursuant to the Offer, including amendments thereafter (C) amend or waive the Minimum Tender Condition (as defined in Annex I), (D) impose any conditions to the Offer in addition to the conditions set forth on Annex I, (E) amend or modify the Offer in a manner adverse to the holders of shares of Company Common Stock taken as a whole, or (F) extend the Expiration Date (as defined in Annex I) except as required or permitted by Securities Laws or Lawsthis Section 1.1(a). The Offer Expiration Date shall be prepared in the English language. Notwithstanding the foregoing, 20th Business Day next following the Offer may provide that Commencement Date (calculated as set forth in Rule 14d-1(a) (3) under the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedExchange Act).

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Article X hereof and so long as none of the events set forth in Annex A hereto (the "Tender Offer Conditions") shall have occurred and are continuing (unless such event shall have been waived by Parent or Merger Sub), subject to as promptly as practicable, but in no event later than the terms and conditions fifth business day after the date of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Parent and Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer and prior to at the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareOffer Price. The initial expiration date for the Offer shall be made in accordance with this Agreement, Securities Laws the twentieth business day following the commencement of the Offer. The obligations of Merger Sub to accept for payment and applicable Law, and to pay for any shares of Common Stock tendered shall be subject only to the conditions Tender Offer Conditions, any of which may be waived by Parent or Merger Sub in their sole discretion; PROVIDED, HOWEVER, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company. The Tender Offer Conditions are for the sole benefit of Parent and Merger Sub and may be asserted by Parent and Merger Sub regardless of the circumstances giving rise to any such Tender Offer Conditions or, except as expressly set forth herein, may be waived by Parent and Merger Sub in Schedule A hereto whole or in part. Parent and such other conditions as mutually agreed Merger Sub expressly reserve the right to by modify the parties terms of the Offer; PROVIDED HOWEVER, that without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock to be purchased in writing. The term “the Offer” shall include , (ii) reduce the Offer as it may Price, (iii) modify or add to the Tender Offer Conditions, (iv) change the form of consideration payable in the Offer or (v) make any other change in the terms of the Offer which is materially adverse to the holders of Common Stock. Notwithstanding the foregoing sentence, Merger Sub may, without the consent of the Company, (A) extend the Offer, if at the then scheduled expiration date of the Offer any of the conditions to Merger Sub's obligations to purchase the shares of Common Stock have not been satisfied or waived, until the third business day after the day Merger Sub reasonably believes to be amendedthe earliest date on which such conditions will be satisfied, varied (B) extend the Offer from time to time up to a maximum of an aggregate of 30 days beyond the first day all of the Tender Offer Conditions have been met, and/or (C) extend the Offer for any period required by any rule, regulation, interpretation or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect position of the SEC or the staff thereof applicable to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, (x) the Offer may provide that not, without the Company's written consent, be extended beyond the date of termination of this Agreement pursuant to Section 10.1(a) and (y) the Offer is only being made may not, without the Company's prior written consent, be extended pursuant to clause (A) above if the failure to satisfy any condition was caused by a material breach by Parent or Merger Sub of any of their representations, warranties, covenants or agreements set forth in jurisdictions where permitted by applicable lawthis Agreement. The Offeror Notwithstanding any thing to the contrary in this Agreement, Parent and Merger Sub agree that if immediately prior to any scheduled expiration date of the Offer, the Regulatory Conditions (as defined in Annex A) shall provide Cazanot have been satisfied, its counsel but at such scheduled expiration date each of the other conditions set forth in Annex A (other than the Minimum Condition) shall then be satisfied, at the request of the Company, Merger Sub shall extend the Offer from time to time, subject to the right of Parent, Merger Sub or the Company to terminate this Agreement pursuant to the terms hereof. Upon the terms and its financial advisors with a draft copy subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly purchase all shares of Common Stock which are validly tendered on or prior to the expiration of the Offer Documents prior and not withdrawn. Parent shall provide, or cause to their finalization be provided, to Merger Sub on a timely basis all funds necessary to accept for payment, and mailing for their review and comment. Notwithstanding the foregoingpay for, the Offer may provide all shares of Common Stock that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed Merger Sub becomes obligated to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost purchase pursuant to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.01, subject as promptly as practicable and in any event within one Business Day following the date hereof (or such later date as the parties may mutually agree in writing), Merger Sub (i) shall amend the Offer to reflect the terms and conditions execution of this Agreement, make (ii) shall file an amendment to its Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “OfferSEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance connection with this Agreementthe Offer under the Federal securities laws, including Regulations 14D and 14E of the Securities Laws Exchange Act of 1934, as amended (including the rules and applicable Lawregulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall be use its reasonable best efforts to consummate the Offer. Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the condition that there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent or any of its Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis on the date of expiration of the Offer (the “Minimum Condition”) and to the other conditions set forth in Schedule A Annex I hereto and such other conditions as mutually agreed to by (together with the parties in writing. The term “Offer” shall include the Offer as it may be amendedMinimum Condition, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoingcollectively, the “Tender Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions”).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing (unless such event shall have been waived by Purchaser), Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and Purchaser shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of Purchaser's intention to commence the Offer. The Offeror obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its direct or indirect subsidiaries and any Shares purchased pursuant to the Stockholders Agreement, constitute a majority of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the per Share Amount, and to make any other changes in the terms and conditions of the Offer; provided, however, that (notwithstanding Section 8.04) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (D) amends or changes the terms and conditions of the Offer in any manner materially adverse to the holders of Shares (other than Parent and its subsidiaries) or (E) changes or waives the Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to (including, without limitation, the Expiry Time on the exercise or surrender of Caza Options or Caza WarrantsMinimum Condition), on the basis Purchaser shall accept for payment and pay, as promptly as practicable after expiration of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel for all Shares validly tendered and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedwithdrawn.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof, subject to as promptly as practicable (but in no event later than five business days after the terms and conditions public announcement of the execution of this Agreement), make an offer Purchaser shall commence (within the meaning of Rule 14d-2 under the Securi- ties Exchange Act of 1934, as amended (the “Offer”"Exchange Act")) the Offer at the ------------ Offer Price, and subject to purchase all there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least a majority of the Shares outstanding Caza on a fully diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights and securities exercisable or convertible into Shares)(the "Minimum ------- Condition") and to the other conditions set forth in Annex I hereto, shall use --------- all reasonable efforts to consummate the Offer in accordance with its terms. The obligations of the Purchaser to accept for payment and to pay for any Shares (including any Caza Shares that are issued after validly tendered on or prior to the date expiration of the Offer and prior not withdrawn shall be subject only to the Expiry Time on Minimum Condition and the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Shareother conditions set forth in Annex I hereto. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be by means of an offer to purchase (the "Offer to Purchase") subject only to the Minimum Condition and the ----------------- other conditions set forth in Schedule A Annex I hereto and such reflecting, where appropriate, the other conditions as mutually agreed to by terms set forth in this Agreement. Purchaser shall not amend or waive the parties in writing. The term “Offer” Minimum Condition and shall include not decrease the Offer Price, decrease the number of Shares sought, change the form of consideration payable in the Offer, propose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of the Shares without the written consent of the Company; provided, however, that if on the initial scheduled expiration -------- ------- date of the Offer, which shall be twenty (20) business days after the date the Offer is commenced, all conditions to the Offer will not have been satisfied or waived, Purchaser may, from time to time, in its sole discretion, extend the expiration date. Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the expiration -------- ------- date of the Offer (as it may be amendedextended), varied or extended in accordance with this Agreement. The Offeror the Shares tendered and Caza shall cooperate in making on a timely basis any filings with respect not withdrawn pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in constitute less than 90% of the English language. Notwithstanding the foregoingoutstanding Shares, the Offer Purchaser may provide that extend the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazafor a period not to exceed five (5) business days, its counsel and its financial advisors with a draft copy notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) The Offeror Provided that nothing shall have occurred that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer at the Offer Price. Parent’s and Merger Sub’s obligation to accept and pay for shares of Company Common Stock tendered in the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock subject to a Sale and Support Agreement (the “Committed Shares”), represents at least two-thirds (or such lesser number as may be determined by Parent and Merger Sub) of all shares of Company Common Stock then outstanding (the “Minimum Condition”) and to the other conditions set forth in Annex I. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement, the Sale and Support Agreement or previously approved by the Company in writing, (i) the Minimum Condition may not be waived below that number of shares of Company Common Stock that, together with the Committed Shares, represents a majority of all shares of Company Common Stock then outstanding, (ii) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Company Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of shares of Company Common Stock and (iii) the Offer may not be extended except as set forth in this Section 1.1(a). Subject to the terms and conditions of this Agreement, make an offer the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the “Offer”Exchange Act) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only commenced. Merger Sub shall extend the Offer (1) if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, from time to time, until the earliest to occur of (x) the satisfaction or waiver of such conditions, (y) the reasonable determination by Parent that any such condition to the Offer is not capable of being made in jurisdictions where permitted satisfied on or prior to the Walk-Away Date, provided that the inability to satisfy such condition does not result from any breach of any provision of this Agreement by Parent or Merger Sub, and (z) the Walk-Away Date, and (2) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable lawLaw. The Offeror Following expiration of the Offer, Merger Sub may, in its sole discretion, provide one or more subsequent offering periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act, if, as of the commencement of each such period, the number of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and any prior Subsequent Offering Period, together with the Committed Shares, is less than that number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of shareholders of the Company, in accordance with Section 5.16 of TBCA. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall provide Cazacause Merger Sub to, its counsel accept for payment and its financial advisors with a draft copy pay for, as promptly as practicable, all shares of Company Common Stock (A) validly tendered and not withdrawn pursuant to the Offer after the final expiration of the Offer Documents prior and/or (B) validly tendered in any Subsequent Offering Period. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not withdrawn pursuant to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result validly tendered in any material cost Subsequent Offering Period shall be paid net to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled thereof in cash, subject to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedreduction for any applicable withholding Taxes.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been validly terminated in accordance with its terms, subject to as promptly as practicable after the terms and conditions date of this Agreement, make an offer Merger Sub shall, and AEP shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 promulgated by the SEC under the Exchange Act) the Offer. The obligations of Merger Sub to, and of AEP to cause Merger Sub to, accept for payment, and pay for, any Shares validly tendered and not properly withdrawn pursuant to the Offer are subject only to (i) the non-waivable Minimum Tender Condition (as defined in Annex I) and (ii) the other conditions set forth in Annex I (together with the Minimum Tender Condition, the “OfferOffer Conditions”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the ). The initial expiration date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)shall be midnight, New York City time, on the basis 20th Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) following the commencement of 0.16 the Offer. Merger Sub shall not, and AEP shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the termination of an Offeror Share for each Caza Share. The Offer shall be made this Agreement in accordance with its terms. In the event that this AgreementAgreement is validly terminated pursuant to its terms, Securities Laws Merger Sub shall, and AEP shall cause Merger Sub to, promptly withdraw and terminate the Offer (and promptly after any termination or withdrawal of the Offer, Merger Sub shall return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof, in accordance with the terms of the Offer and applicable Law, and shall be subject only ). Merger Sub expressly reserves the right to waive any condition to the conditions set forth in Schedule A hereto and such Offer (other conditions as mutually agreed to by than the parties in writing. The term “Minimum Tender Condition) or modify the terms of the Offer” , except that, without the consent of the Special Committee, Merger Sub shall include not (A) reduce the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect number of Shares subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, (B) reduce the Offer may provide that Price, (C) add to the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaConditions or impose any other conditions to the Offer, its counsel and its financial advisors with a draft copy (D) amend, modify or supplement any Offer Condition or any term of the Offer Documents prior set forth in this Agreement, in each case, in a manner adverse in a material respect to their finalization the holders of the Shares (other than AEP and mailing for their review and comment. Notwithstanding its Affiliates), (E) change the foregoing, form of consideration payable in the Offer may provide that or (F) otherwise amend, modify or supplement the Offer is only being made in jurisdictions where permitted and that any manner adverse in a material respect to the Offeror Shares shall only be distributed to holders of Caza the Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction (other than AEP and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedits Affiliates).

The Offer. (a) The Offeror shall, subject to the terms and conditions of Provided that this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer Agreement shall be made not have been terminated in accordance with this Agreement, Securities Laws Article VIII and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and such other conditions (as mutually agreed to defined below), as promptly as practicable, but in no event later than five (5) Business Days after the public announcement of the execution of this Agreement by the parties in writingparties, Parent shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer for any and all of the Shares, at the Offer ------------ Price. The term “Offer” parties agree such public announcement shall include occur promptly after the Offer as it may be amended, varied or extended in accordance with execution and delivery of this Agreement. The Offeror obligation of Parent to accept for payment and Caza to pay for any Shares tendered shall cooperate be subject only to (i) the condition that the FD Shares and at least a majority of issued and outstanding Shares not owned by FD be validly tendered and not withdrawn (the "Minimum ------- Condition"), and (ii) the other conditions set forth in making on a timely basis Annex A hereto ("Annex --------- ----- A"). Parent expressly reserves the right to increase the Offer Price or to make - any filings with respect other changes in the terms and conditions of the Offer; provided, however, that, unless previously approved by the Special Committee (the "Special ------- Committee") of the Board of Directors (the "Company's Board") and the Company's --------- --------------- Board in writing, no change may be made which (i) decreases the Offer Price, (ii) changes the form of consideration to be paid in the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall (iii) reduces the maximum number of Shares to be prepared purchased in the English language. Notwithstanding the foregoingOffer, (iv) imposes conditions to the Offer may provide that in addition to those set forth in Annex A, (v) amends the Offer is only being made conditions set forth in jurisdictions where permitted by applicable law. The Offeror shall provide CazaAnnex A to broaden the scope of such conditions, its counsel and its financial advisors with a draft copy (vi) amends any other term of the Offer Documents prior in a manner adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoingholders of the Shares, (vii) extends the Offer may provide except as provided in Section 1.1(b), or (viii) amends the Minimum Condition. It is agreed that the Offer conditions set forth in Annex A other than the Minimum Condition are for the sole benefit of Parent and may be waived by Parent, in whole or in part at any time and from time to time in its sole discretion, other than the Minimum Condition, as to which prior written approval of the Special Committee and the Company's Board is only being made in jurisdictions where permitted and that required. The failure by Parent at any time to exercise any of the Offeror Shares foregoing rights shall only not be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing deemed a waiver of any prospectus, registration statement or similar document by the Offeror, result in the imposition of such right and each such right shall be deemed an ongoing right which may be asserted at any reporting obligations on the Offeror in such jurisdiction or result in any material cost time and from time to the Offerortime. No fractional Offeror Shares will be issued. Any holder of Caza Shares The Company agrees that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its Subsidiaries (as defined in Section 9.2) will be aggregatedtendered in the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. The Offeror obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least a majority of those then outstanding Shares of each class not owned beneficially and of record by Purchaser (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that the Minimum Condition may not be waived without the prior approval of the Company and that no change may be made which (v) changes the form of consideration payable in the Offer, (w) which decreases the price per Share payable in the Offer, (x) which reduces the maximum number of Shares to be purchased in the Offer, (y) which imposes conditions to the Offer in addition to those set forth in Annex A hereto or (z) which is otherwise adverse to the Company or its stockholders (other than Purchaser and its affiliates). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following the commencement of the Offer) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 20 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer is less than 90 percent of each class of the outstanding Shares on a fully diluted basis; provided, however, that if any condition remains unsatisfied on the initial scheduled expiration date of the Offer, at the request of the Company, the Purchaser shall extend the Offer from time to time until five business days after such condition is satisfied (provided that Purchaser shall not be required to extend the Offer beyond 35 calendar days after such initial scheduled expiration date). The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter Purchaser shall pay, as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy promptly as practicable after expiration of the Offer Documents prior to their finalization Offer, for all Shares validly tendered and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedwithdrawn.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer and provided that this Agreement shall not have been terminated in accordance with Section 9.1 and subject to the satisfaction or waiver of each of the conditions to the Offer set forth in Annex A to this Agreement (the “Offer”"Offer Conditions"), not later than the tenth (10th) to purchase all business day from the date of public announcement (counting the business day on which such announcement is made) of the outstanding Caza Shares execution of this Agreement (including any Caza Shares that are issued which date of announcement shall be no later than the first business day after the execution of this Agreement), Acquiror shall cause Merger Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer at a price equal to the Common Stock Price for each and every share of Company Common Stock. The obligation of Merger Sub to consummate the Offer, to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject solely to the satisfaction or waiver of the Offer Conditions. It is agreed that the Offer Conditions are for the benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to any such condition and Merger Sub expressly reserves the right, in its sole discretion, to waive any such condition; provided that, without the prior written consent of Company, Merger Sub shall not waive the Minimum Condition (as defined in Annex A) or the condition set forth in paragraph (f) of Annex A. The initial time and expiration date of the Offer and prior to the Expiry shall be 12:00 midnight Eastern Standard Time on the exercise or surrender date that is the 20th business day following the commencement of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror (determined using Rule 14d-2 under the Exchange Act) (the "Scheduled Expiration Date" and Caza shall cooperate in making on a timely basis any filings with respect date to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that which the Offer is only being made in jurisdictions where extended as permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder Section 1.1(b) shall be aggregatedreferred to herein as the "Extended Expiration Date").

The Offer. (a) Provided that this Agreement shall not --------- have been terminated in accordance with Article VIII and so long as none of the events set forth in Annex A (the "Tender Offer Conditions") shall have occurred and no fact, occurrence or circumstance shall exist which would result in a failure to satisfy any of the Tender Offer Conditions, subject to the provisions of this Agreement, as promptly as reasonably practicable, but in no event later than seven (7) Business Days following the first public announcement of the terms of this Agreement, Acquiror shall commence, within the meaning of Rule 14d-2 under the Exchange Act (as hereinafter defined), the Offer at the Offer Price. The Offeror initial expiration date of the Offer shall be the twentieth Business Day following the date the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act (the "Initial Expiration Date"). The obligation of Acquiror to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A, any of which, other than the Minimum Condition (as defined in Annex A), may be waived by Parent or Acquiror in their sole discretion. Parent and Acquiror expressly reserve the right to modify the terms of the Offer; provided -------- that, without the prior written consent of the Company, neither Parent nor Acquiror shall (i) waive the Minimum Condition, (ii) reduce the number of Shares subject to the Offer, (iii) reduce the price per Share to be paid pursuant to the Offer, (iv) change the form of consideration payable in the Offer, (v) amend any term or add any condition of the Offer (including the conditions set forth on Annex A), in each case, in any manner that would adversely affect the shareholders of the Company in any material respect or (vi) extend the Initial Expiration Date, except as required by law and except that Parent and the Acquiror shall have the right, in their sole discretion, (A) to extend the expiration date of the Offer for up to ten (10) Business Days after the Initial Expiration Date if as of that date there shall not have been tendered a number of Shares that, when added to the number of Shares subject to the Voting Agreement, constitute at least ninety percent (90%) of the outstanding shares of Common Stock on a fully-diluted basis, (B) to elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act or (C) to extend the expiration date of the Offer from time to time for successive periods of up to 20 Business Days each, but in no event later than the four month anniversary of the date of this Agreement, if the conditions set forth in Annex A have not been met. If on any scheduled expiration date of the Offer, the Offer would have expired without any Shares being purchased because the conditions set forth in Annex A have not been met, Parent and Acquiror shall, at the request of the Company (subject always to the terms and conditions of this Agreement, make an offer (including Article VIII), extend the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the expiration date of the Offer and prior from time to time for successive periods of up to 20 Business Days each (but in no event later than the four-month anniversary of the date of this Agreement) unless Parent reasonably believes at such time that such conditions are not capable of being satisfied. Subject to the Expiry Time on terms and conditions of the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto Annex A, Acquiror shall pay for all Shares validly tendered and such other conditions not withdrawn pursuant to the Offer as mutually agreed to by soon after the parties in writing. The term “Offer” shall include expiration of the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect is legally permitted to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by do so under applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof and none of the events set forth in Annex I shall have occurred and be existing, as promptly as practicable (but in no event later than five (5) business days after the public announcement of the execution of this Agreement), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer at the Offer Price and, subject to there being validly tendered and not withdrawn prior to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all expiration of the outstanding Caza Offer, 9,158,155 Shares (including Shares owned by Parent, the Purchaser or any Caza affiliates thereof) (the "Minimum Condition") and to the other conditions set forth in Annex I hereto, shall use its best efforts to consummate the Offer in accordance with its terms. The obligations of the Purchaser to accept for payment and to pay for any Shares that are issued after validly tendered on or prior to the date expiration of the Offer and prior not withdrawn shall be subject only to the Expiry Time on Minimum Condition and the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Shareother conditions set forth in Annex I hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") subject to the Minimum Condition and the other conditions set forth in accordance with Annex I hereto and reflecting, where appropriate, the other terms set forth in this Agreement. The Purchaser shall not amend or waive the Minimum Condition (other than, Securities Laws at Purchaser's option, to lower the Minimum Condition to a majority of the issued and applicable Law, outstanding Common Stock on a fully diluted basis) and shall be subject only not decrease, or change the form of, the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares or impose any condition to the consummation of the Offer beyond the Minimum Condition and the conditions set forth in Schedule A Annex I hereto and such other conditions as mutually agreed to by without the parties in writing. The term “Offer” shall include written consent of the Offer as it may be amendedCompany; provided, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making however, that if on a timely basis any filings with respect to the initial scheduled expiration date of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer which shall be prepared in twenty-one (21) business days after the English language. Notwithstanding the foregoing, the Offer may provide that date the Offer is only being made commenced, all conditions to the Offer will not have been satisfied or waived, the Purchaser may, from time to time, in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaits sole discretion, its counsel and its financial advisors with a draft copy extend the expiration date and; provided further, however, that if on the initial scheduled expiration date of the Offer Documents prior any conditions to their finalization and mailing for their review and comment. Notwithstanding the foregoingOffer that are reasonably capable of being satisfied within ten (10) business days, including the Minimum Condition, will not have been satisfied or waived, the Offer may provide that Purchaser shall extend the expiration date for a minimum of ten (10) business days. In no event shall the Purchaser be obligated to extend the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectusbeyond June 30, registration statement or similar document by the Offeror1999. The Purchaser shall, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost terms and subject to the Offeror. No fractional Offeror prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares will be issued. Any holder of Caza Shares that would otherwise be entitled tendered as soon as it is legally permitted to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregateddo so under applicable law.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable, but in no event later than five business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender public announcement of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawMerger Sub shall, and Parent shall be cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment or pay for any Company Common Shares tendered pursuant to the Offer are subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by the parties in writinghereto. The term “Offer” shall include initial expiration date of the Offer shall be January 3, 2001 (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as it may be amendedamended (the "Exchange Act")). Merger Sub expressly reserves the right to waive any condition to the Offer or to modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza each case in its sole discretion; provided, however, that without the consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Company Common Shares subject to the Offer, including amendments thereafter (ii) reduce the price per Company Common Share to be paid pursuant to the Offer or change the form or time of delivery of consideration, (iii) amend or waive the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A hereto) or Laws. The add to the conditions set forth in Exhibit A hereto, (iv) except as provided below in this Section 1.1(a), extend the Offer, or (v) otherwise amend the terms of the Offer shall be prepared in any manner adverse to the English languageholders of Company Common Shares. Notwithstanding the foregoing, Merger Sub may, at any time and from time to time, and, in each case, subject to Section 8.1 hereof, take one or more of the following actions without the consent of the Company: (A) extend the Offer may provide for one or more periods of time that Merger Sub reasonably believes are necessary to cause the conditions to the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazato be satisfied, its counsel and its financial advisors with a draft copy if at the scheduled expiration date of the Offer Documents prior any of the conditions to their finalization and mailing Merger Sub's obligation to accept Company Common Shares for their review and comment. Notwithstanding the foregoingpayment is not satisfied or waived, until such time as all such conditions are satisfied or waived, (B) extend the Offer may provide for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof that is applicable to the Offer is only being made in jurisdictions where permitted and that or (C) extend the Offeror Shares shall only be distributed to holders Offer for an aggregate period of Caza Shares outside of Canada if such shares can be distributed in compliance with not more than 10 business days beyond the latest applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares date that would otherwise be entitled permitted under clause (A) or (B) of this sentence, if, as of such date, all of the conditions to a fractional Offeror Share will be entitled Merger Sub's obligation to receive accept Company Common Shares for payment (including the nearest whole Minimum Tender Condition) are satisfied or waived, but the number of Caza SharesCompany Common Shares validly tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Shares (determined on a fully diluted basis for all outstanding stock options, convertible securities and any other rights to acquire Company Common Stock on the date of purchase). In calculating Without limiting the rights of Merger Sub to extend the Offer pursuant to the immediately preceding sentence, Parent and Merger Sub agree that if (I) (x) all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer, (y) such fractional interestconditions are reasonably capable of being satisfied within 30 days after the initial expiration date of the Offer and (z) the Company is in compliance with all of its covenants in this Agreement, or (II) any rule, regulation, interpretation or position of the SEC or the staff thereof that is applicable to the Offer requires an extension of the Offer, then Merger Sub shall extend the Offer for one or more periods of time that Merger Sub reasonably believes are necessary to cause the conditions of the Offer to be satisfied, until all Caza such conditions are satisfied or waived; provided, however, that Merger Sub shall not be required to extend the Offer pursuant to this sentence beyond the 30th day after the initial expiration date of the Offer, unless otherwise required pursuant to (II) above. Subject to Section 8.1 hereof, Merger Sub may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act, following its acceptance of Company Common Shares held by a registered holder for payment pursuant to the Offer. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall be aggregatedcause Merger Sub to, pay for all Company Common Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 9.01 and none of the events set forth in Exhibit A shall have occurred and be continuing, subject to as promptly as practicable but in no event later than ten (10) Business Days after the terms and conditions date of this Agreement, make an offer (Sub shall, and Parent shall cause Sub to, commence the “Offer”) to purchase all Offer within the meaning of the outstanding Caza applicable rules and regulations of the SEC. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (including any Caza Shares of which may be waived by Sub in its sole discretion, except that are issued after the Minimum Tender Condition may not be waived) and to the other conditions in this Article II. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the SEC). Sub expressly reserves the right to modify the terms of the Offer, except that (i) without the consent of the Company, Sub shall not waive the Minimum Tender Condition (as defined in Exhibit A), and prior (ii) without the consent of the Company (unless the Company takes any action permitted to be taken pursuant to Section 6.02(b)), Sub shall not (A) reduce the number of Shares subject to the Expiry Time on Offer, (B) reduce the exercise Offer Price, (C) modify or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only add to the conditions set forth in Schedule A hereto and such other conditions Exhibit A, (D) except as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amendedprovided below, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to extend the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared (E) change the form of consideration payable in the English languageOffer, or (F) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, extend the Offer may for successive extension periods (ending on or before the Outside Date) in increments not exceeding twenty (20) Business Days each: (x) if at the scheduled expiration date of the Offer any of the conditions to Sub’s obligation to purchase Shares are not satisfied, until such time as such conditions are satisfied or waived; (y) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the Nasdaq National Market applicable to the Offer; and (z) in order to provide that sufficient time to respond to any matter hereafter arising and required to be disclosed to Parent pursuant to Section 6.02(c)(i) or (ii). In addition, if, at the otherwise scheduled expiration date of the Offer, any condition to the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror not satisfied, Sub shall, and Parent shall provide Cazacause Sub to, its counsel and its financial advisors with a draft copy extend the Offer at the request of the Offer Documents prior to their finalization and mailing Company for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.less than twenty

The Offer. (a) The Offeror Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.01 and (ii) none of the events set forth in Annex I hereto that would entitle Parent and Merger Sub to fail to consummate the Offer shall have occurred and be continuing, Merger Sub shall, subject as promptly as practicable after the date hereof, commence the Offer. Each Share accepted by Merger Sub pursuant to the terms Offer shall be exchanged for the right to receive from Merger Sub that number of fully paid and conditions nonassessable shares of Parent Common Stock equal to the Exchange Ratio. For purposes of this Agreement, make an offer (the “Offer”) to purchase all "EXCHANGE RATIO" shall mean 0.3878. The initial expiration date of the outstanding Caza Shares (including any Caza Shares Offer shall be the twentieth business day following commencement of the Offer. The Offer shall be subject to the condition that are issued after there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and prior not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Sub (if any) represents at least a majority of the total number of outstanding Shares, assuming the exercise of all currently exercisable options, rights and convertible securities (if any) and the issuance of all Shares that Company is obligated to issue thereunder (such total number of outstanding Shares being hereinafter referred to as the "FULLY DILUTED SHARES") (the "MINIMUM CONDITION") and to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the other conditions set forth in Schedule A hereto Annex I hereto. Parent and such Merger Sub expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that, without the prior written consent of Company, no change may be made which decreases the number of Shares sought in the Offer, changes the form or amount of consideration to be paid, imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition or any of the other conditions as mutually agreed to by the parties set forth in writing. The term “Offer” shall include Annex I, extends the Offer (except as it may be amendedset forth in the following two sentences), varied or extended in accordance with makes any other change to any of the terms and conditions to the Offer which is adverse to the holders of Shares. Subject to the terms of the Offer and this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect ) of the conditions to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer Merger Sub shall be prepared in the English language. Notwithstanding the foregoing, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer may provide that as soon as practicable after the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration date of the Offer Documents and shall pay for all such Shares promptly after acceptance; provided that (x) Merger Sub shall extend the Offer for successive extension periods not in excess of 10 business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, any of the conditions to the Offer shall not have been satisfied, until such time as such conditions are satisfied or waived, and (y) Merger Sub may extend the Offer if and to the extent required by the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). In addition, Merger Sub may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), of not more than 20 business days to meet the objective (which is not a condition to the Offer) that there be validly tendered, in accordance with the terms of the Offer, prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, expiration date of the Offer may provide that (as so extended) and not withdrawn a number of Shares which, together with Shares then owned by Parent and Merger Sub, represents at least 90% of the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the OfferorFully Diluted Shares. No fractional Offeror Shares fraction of a share of Parent Common Stock will be issued. Any holder issued in connection with the exchange of Caza Parent Common Stock for Shares that upon consummation of the Offer, but in lieu thereof each tendering stockholder who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional Offeror Share will shares of Parent Common Stock that otherwise would be entitled received by such holder) in the Offer shall receive from Parent an amount of cash (rounded to receive the nearest whole number of Caza Shares. In calculating such fractional cent), without interest, all Caza equal to the product obtained by multiplying such fraction by the closing price of one (1) share of Parent Common Stock on the first date Merger Sub accepts Shares held by a registered holder shall be aggregatedfor exchange in the Offer, as reported on the Nasdaq National Market ("NASDAQ").

The Offer. (a) The Offeror Purchaser shall, and Parent shall cause Purchaser to, amend the Offer as soon as practicable on or after the date hereof to (i) increase the Per Share Amount to $21.00, (ii) modify the conditions of the Offer to conform to the conditions or events set forth in Annex A hereto and no others and (iii) to make such other amendments as are required to conform the Offer to this Agreement. Except as otherwise provided in the following sentence, the obligation of Purchaser to accept for payment and pay for Shares validly tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition without the consent of the Company, and to make any other changes in the terms of the Offer; provided, however, that without the consent of the Independent Directors Committee, (i) Purchaser may not amend or waive the Minimum Tender Condition (as defined in Annex A) and (ii) no change may be made that decreases the Per Share Amount, changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, imposes conditions to the Offer in addition to, modifying or supplementing those set forth in Annex A hereto or otherwise adversely affects the holders of the Shares. Purchaser may, without the consent of the Company, (i) extend the Offer from time to time for up to ten business days for each such extension, if at the then scheduled expiration date of the Offer any of the conditions of the Offer set forth in Annex A shall not be satisfied or waived, or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Purchaser shall provide a "subsequent offering period" (as contemplated by Rule 1 4d- 11 under the Exchange Act) of not less than three business days following its acceptance for payment of Shares in the Offer. If any of the conditions of the Offer set forth in Annex A is not satisfied or waived on any scheduled expiration date of the Offer, then, if requested by the Independent Directors Committee, Purchaser shall extend the Offer one or more times (the period of each such extension to be determined by Purchaser) for up to 30 days in the aggregate for all such extensions; provided, that at the time of such extension any such condition is reasonably capable of being satisfied; and provided, further, that the failure of such condition to be satisfied is not the result of a willful breach by the Company of any of its representations, warranties or covenants contained in this Agreement. Subject to the terms and conditions of this Agreementthe Offer, make an offer (the “Offer”) to purchase all Purchaser shall, and Parent shall cause Purchaser to, pay, as promptly as practicable after expiration of the outstanding Caza Offer, for all Shares (including any Caza Shares that are issued after the date of validly tendered in the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedwithdrawn.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX, Newco shall commence the Offer not later than the fifth business day from and including the date of initial public announcement of this Agreement. Newco shall accept for payment Shares which have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following expiration of the Offer that all conditions to the Offer shall have been satisfied or waived by Newco. The Offeror obligation of Newco to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject only to such conditions and to the further condition that a number of Shares representing not less than a majority of the Shares then outstanding on a fully diluted basis shall have been validly tendered and not withdrawn prior to the final expiration date of the Offer (the "Minimum Condition"). Unless previously approved by the Company in writing, no change in the Offer may be made (i) which decreases the price per Share payable in the Offer, (ii) which changes the form of consideration to be paid in the Offer, (iii) which reduces the maximum number of Shares to be purchased in the Offer or the Minimum Condition, (iv) which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which modifies the conditions set forth in Annex A in a manner adverse to the holders of Shares or (v) which amends any other term of the Offer in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, Newco may, without the consent of the Company, (i) extend the Offer on one or more occasions for up to ten business days for each such extension beyond the then scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer), if at the then scheduled expiration date of the Offer any of the conditions to Newco's obligation to accept for payment and pay for the Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived (and, at the request of the Company, Newco shall, subject to Parent's right to terminate this Agreement pursuant to Article IX, extend the Offer for additional periods, unless the only conditions not satisfied or earlier waived on the then scheduled expiration date are one or more of the Minimum Condition and the conditions set forth in paragraphs (b) and (e) of Annex A hereto, provided that (x) if the only condition not satisfied is the Minimum Condition, the satisfaction or waiver of all other conditions shall have been publicly disclosed at least five business days before termination of the Offer and (y) if paragraph (b) of Annex A hereto has not been satisfied and the failure to so satisfy can be remedied, the Offer shall not be terminated unless the failure is not remedied within 30 calendar days after Parent has furnished the Company written notice of such failure), (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if there shall not have been tendered sufficient Shares so that the Merger could be effected without a meeting of the Company's shareholders in accordance with Section 180.1104 of the Wisconsin Business Corporation Law (the "BCL"). Subject to the terms and conditions of the Offer and this Agreement, make an offer (Newco shall, and Parent shall cause Newco to, pay for all Shares validly tendered and not withdrawn pursuant to the “Offer”) Offer that Newco becomes obligated to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to soon as practicable after the expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in paragraphs (a)-(g) of Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. Purchaser shall not, without the consent of the Special Committee, accept for payment any Shares tendered pursuant to the Offer unless at least a majority of the then issued and outstanding Shares, other than the Parent Shares, shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "First Minimum Condition"). In addition to the First Minimum Condition, the obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be sub- ject (i) to the condition (the "Second Minimum Condition") that there shall have been validly tendered and not withdrawn prior to the expiration of the Offer at least the number of Shares that when added to the Parent Shares shall constitute not less than 90% of the then issued and outstanding Shares on a Fully Diluted Basis (as defined below) and (ii) to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (ex- cept the First Minimum Condition) without the consent of the Company, and to make any other changes in the terms and condi- tions of the Offer; provided, however, that no change may be made which decreases the Per Share Amount, changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer or which imposes condi- tions to the Offer in addition to those set forth in Annex A hereto. The Offeror initial expiration date of the Offer shall be mid- night on the 20th business day following commencement of the Offer. The foregoing notwithstanding, Purchaser may, without the consent of the Company, extend the Offer (i) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (ii) if at the initial expira- tion date any of the conditions to the Offer set forth in para- graphs (a) - (g) of Annex A have not been satisfied or waived, until such time as all of such conditions shall have been sat- isfied or waived, and (iii) in the event all of the conditions to the Offer set forth in Annex A shall have been satisfied or waived, other than the First Minimum Condition or the Second Minimum Condition, for a period or periods aggregating not more than 20 business days after the later of (A) the initial expi- ration date of the Offer and (B) the date on which all of the conditions set forth in paragraphs (a) - (g) of Annex A shall have been satisfied or waived. If all of the conditions to the Offer set forth in Annex A have been satisfied or waived, other than the Second Minimum Condition, then on the later to occur of (x) the initial expiration date of the Offer and (y) the latest expiration date of the Offer permitted by the preceding sentence, Purchaser shall waive the Second Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and sub- ject to the conditions of the Offer. Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer (including, without limitation, the First Minimum Condition and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza WarrantsSecond Minimum Condition), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer Pur- chaser shall be made in accordance with this Agreementpay, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer promptly as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.practicable after expiration

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as practicable, Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “Offer”) "SEC"). The obligations of Merger Sub to, and of Parent to purchase all of the outstanding Caza cause Merger Sub to accept for payment, and pay for, any Shares (including any Caza Shares that are issued after the date of tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. Exhibit A. The term “Offer” shall include initial expiration date of the Offer as it may shall be amendedthe 20th Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza except that, without the consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) waive the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A), add to the conditions set forth in Exhibit A or Laws. The Offer shall be prepared modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) extend the Offer, (v) change the form of consideration payable in the English languageOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer may provide that in increments of not more than five (5) Business Days each, if at the scheduled expiration date of the Offer any of the conditions to Merger Sub’s obligation to purchase Shares are not satisfied, until such time as such conditions are satisfied or waived or (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at any otherwise scheduled expiration date of the Offer any condition to the Offer is only being made not satisfied, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for not less than five (5) Business Days. In addition, Merger Sub shall, if requested by either the Company or the Parent, make available a "subsequent offering period", in jurisdictions where permitted by applicable lawaccordance with Exchange Act Rule 14d-11, of not less than ten (10) Business Days; provided that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly own more than 80% of the Fully Diluted Shares. The Offeror shall provide Caza, its counsel On the terms and its financial advisors with a draft copy subject to the conditions of the Offer Documents prior and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, pay for all Shares validly tendered and not withdrawn pursuant to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that Merger Sub becomes obligated to purchase pursuant to the Offer is only being made in jurisdictions where permitted and that as soon as practicable after the Offeror expiration of the Offer. The time at which Merger Sub initially accepts Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost for payment pursuant to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder Offer shall be aggregatedreferred to herein as the ("Acceptance Time").

The Offer. (a) The Offeror shall, Provided that this Agreement shall not have been terminated and subject to the terms hereof, as promptly as practicable, but in no event later than five (5) business days after the public announcement of the execution hereof by the parties, Acquisition shall (and Parent shall cause Acquisition to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer for any and all of the Shares, at the Offer Price. The obligation of Acquisition to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Acquisition to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 3.2(a)) and unvested Company Stock Options that vest prior to the Final Date (as defined in Section 7.1), but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Acquisition expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreementthe Offer; provided, make an offer however, that unless previously approved by the Company in writing, no change may be made that (the “Offer”i) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of decreases the Offer and prior Price, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) imposes conditions to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Offer in addition to those set forth in Annex A, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to (v) amends the conditions set forth in Schedule Annex A hereto and to broaden the scope of such conditions, (vi) amends any other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior in a manner adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoingholders of the Shares, (vii) extends the Offer may provide except as provided in Section 1.1(b), or (viii) amends or waives the Minimum Condition. It is agreed that the Offer conditions set forth in Annex A are for the sole benefit of Parent and Acquisition and may be waived by Parent and Acquisition, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is only being made in jurisdictions where permitted required. The failure by Parent and that Acquisition at any time to exercise any of the Offeror Shares foregoing rights shall only not be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing deemed a waiver of any prospectussuch right, registration statement or similar document by the Offeror, result in the imposition of and each such right shall be deemed an ongoing right that may be asserted at any reporting obligations on the Offeror in such jurisdiction or result in any material cost time and from time to the Offerortime. No fractional Offeror Shares will be issued. Any holder of Caza Shares The Company agrees that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its subsidiaries will be aggregatedtendered in the Offer.

The Offer. (a) The Offeror (i) Parent shall cause Purchaser to, and Purchaser shall, subject amend the Pending Offer to reflect the execution of this Agreement and the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued hereof as promptly as reasonably practicable after the date of this Agreement (but in no event later than the fifteenth (15th) Business Day following the date of this Agreement). The date on which Purchaser amends the Pending Offer is referred to in this Agreement as the “Offer Amendment Date.” The obligations of Purchaser (and of Parent to cause Purchaser) to accept for payment and to pay for any Shares tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall will be subject only to the satisfaction or waiver of those conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by Annex I (the parties in writing“Offer Conditions”). The term “Offer” shall include the Offer as it may be amended, varied or Unless extended in accordance with this Section 1.1(a)(ii), the Offer shall expire on the later of (A) one (1) Business Day after the Registration Statement is declared effective or (B) twenty (20) Business Days after the Offer Amendment Date (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right (but will not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser will not (A) decrease the Cash Consideration, amend the terms of the CVR or CVR Agreement. The Offeror and Caza shall cooperate , or change the form of the consideration payable in making on a timely basis any filings with respect the Offer, (B) decrease the number of Shares sought pursuant to the Offer, including amendments thereafter (C) amend or waive the Minimum Tender Condition or the CVR Condition (as required by Securities Laws or Laws. The Offer shall be prepared defined in Annex I), (D) add to the English language. Notwithstanding conditions set forth on Annex I, (E) modify the foregoingconditions set forth on Annex I in a manner adverse to the holders of Shares, (F) extend the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy Expiration Date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding except as required or permitted by Section 1.1(a)(ii), (G) make any other change in the foregoing, terms or conditions of the Offer may provide that is adverse to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside or (H) increase the Cash Consideration by an increment of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedless than $0.25.

The Offer. (a) The Offeror shallAs promptly as practicable, subject to but in no event later than five business days after the terms and conditions public announcement of the execution of this Agreement, make an the Purchaser shall, and the Parent shall cause the Purchaser to, commence a tender offer (the “"Offer”") to purchase for cash all of the issued and outstanding Caza shares of Common Stock (the "Shares"), together with the associated rights, if any, to purchase Series A participating Cumulative Preferred Stock, par value $.01 per share ("Series A Shares"; and together with the Shares, the "Securities") at a price of not less than $11.625 per Security net to the seller in cash; it being understood that the Offer will not apply to the 179,656 Shares (including any Caza Shares that or associated rights) previously held by the Trust which are issued after being returned to the date Company and canceled as described in the third recital to this Agreement. The obligations of the Purchaser and the Parent to consummate the Offer and prior to accept for payment and purchase the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and tendered shall be subject only to the conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writinghereto. The Purchaser shall not without the Company's prior written consent reduce the price per Security or the number of Securities sought to be purchased or modify the form of consideration to be received by holders of the Securities in the Offer, increase the condition (the "Minimum Condition") set forth in clause (i) of the first sentence of Annex A hereto, impose additional conditions to the Offer or amend any term “Offer” of the Offer in a manner materially adverse to the holders of the Securities. Subject only to the conditions of the Offer set forth in Annex A, the Purchaser shall, and the Parent shall include cause the Purchaser to, pay for all of the Securities validly tendered and not withdrawn pursuant to the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter soon as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedlegally permissible.

The Offer. (a) The Offeror shallProvided that nothing shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, subject to as promptly as practicable after the terms and conditions date hereof, but in no event later than five Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $89.50 per Share, net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and no others, (iii) provide that the expiration date shall be February 7, 2008 and (iv) make an offer (such other amendments as are necessary or appropriate to conform to the “Offer”) requirements of this Agreement. The Offer shall be subject to purchase all the condition that there shall be validly tendered in accordance with the terms of the outstanding Caza Shares (including any Caza Shares that are issued after Offer prior to the expiration date of the Offer and prior not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents at least a majority of the total number of Shares outstanding on a fully-diluted basis (the “Minimum Condition”) and to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the other conditions set forth in Schedule A hereto Annex I and such to no other conditions. Merger Subsidiary expressly reserves the right to waive any of the conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied and to make any other changes in the terms of or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, including amendments thereafter as required by Securities Laws (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or Laws. The Offer shall be prepared the number of Shares sought in the English languageOffer, amends or adds to the conditions to the Offer set forth in Annex I or amends any other term of the Offer in any manner adverse to the stockholders of the Company and (C) the expiration date shall not be extended except as otherwise provided herein. Notwithstanding the foregoing, (x) Merger Subsidiary shall extend the Offer may provide that if at the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy scheduled or extended expiration date of the Offer Documents prior any of the conditions to their finalization the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied or waived; and mailing (y) Merger Subsidiary shall extend the Offer for their review any period required by any rule, regulation, interpretation or position of the U.S. Securities and commentExchange Commission (the “SEC”) or the Nasdaq Global Select Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 10.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Notwithstanding Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result (2) validly tendered in the imposition of any reporting obligations Subsequent Offering Period (the date on which Shares are first accepted for payment, the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated“Acceptance Date”).

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer (as promptly as practicable but in no event later than five business days after the “Offer”) to purchase all announcement of the outstanding Caza Shares (including execution of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Caza Shares that are issued after the date shares of the Offer and prior Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such to the other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with of this Agreement. The Offeror Sub expressly reserves the right to modify the terms of the Offer and Caza to waive any condition of the Offer, except that, without the consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Common Stock subject to the Offer, including amendments thereafter (ii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A or otherwise amend the Offer in any manner materially adverse to the Company's stockholders, (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext two sentences, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) waive or modify the Minimum Tender Condition (as defined in Exhibit A). Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer may provide that for a period of not more than 10 business days beyond the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy initial expiration date of the Offer Documents prior (which initial expiration date shall be 20 business days following commencement of the Offer), if on the date of such extension less than 90% of the outstanding shares of Common Stock have been validly tendered and not properly withdrawn pursuant to their finalization and mailing for their review and comment. Notwithstanding the foregoingOffer, (ii) extend the Offer may provide that from time to time if at the initial expiration date or any extension thereof the Minimum Tender Condition or any of the other conditions to Sub's obligation to purchase shares of Common Stock set forth in paragraphs (a), (b) and (e) of Exhibit A shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iii) extend the Offer is only being made in jurisdictions where permitted for any period required by any rule, regulation, interpretation or position of the Securities and that Exchange Commission (the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with "SEC") or the staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder Offer and (iv) extend the Offer for any reason for a period of Caza Shares not more than 10 business days beyond the latest expiration date that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number permitted under clause (i), (ii) or (iii) of Caza Sharesthis sentence. In calculating such fractional interestaddition, Sub shall at the request of the Company extend the Offer for five business days if at any scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase shares of Common Stock shall not be satisfied; provided, however, that Sub shall not be required to extend the Offer beyond December 31, 1997. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all Caza Shares held by a registered holder shall be aggregatedshares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror shallSubject to the provisions of this Agreement and provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in ANNEX I hereto, Parent shall cause the Purchaser to, as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days following the initial public announcement of the Purchaser's intention to commence the Offer, commence (within the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer for all of the outstanding Shares at a price of $18.00 per Share, net to the seller in cash, subject only (i) to a minimum of 2,649,538 Shares (or such other number of Shares, when added to the number of Shares already owned by Parent, the Purchaser or any direct or indirect wholly owned Subsidiary (as defined in Section 1.3(a)) of Parent, as shall constitute a majority of the Company's Fully Diluted Shares (as defined in Section 4.2) (the "Minimum Shares") being validly tendered prior to the expiration or termination of the Offer and not withdrawn (the "Minimum Share Condition") and (ii) to the other conditions to the Offer set forth in ANNEX I. The Purchaser may at any time transfer or assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer (the "Tendered Shares"), but no such assignment shall relieve the Purchaser of its obligations hereunder. The Purchaser expressly reserves the right to waive any of the conditions to the Offer set forth in ANNEX I and to modify the terms and conditions of this Agreementthe Offer; PROVIDED, make an offer (HOWEVER, that, without the “Offer”) to purchase all prior written approval of the outstanding Caza Shares (including any Caza Shares that are issued after Company, the date Purchaser shall not amend or modify the terms of the Offer and prior to (i) reduce the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall cash price to be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect paid pursuant to the Offer, including amendments thereafter (ii) reduce the number of Shares as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that to which the Offer is only being made made, (iii) change the form of consideration to be paid in jurisdictions where permitted by applicable law. the Offer, (iv) modify or waive the Minimum Share Condition, or (v) impose conditions to its obligation to accept for payment or pay for the Tendered Shares other than those set forth in ANNEX I. The Offeror shall provide CazaOffer may not be extended without the Company's prior written consent; PROVIDED, its counsel HOWEVER, that the Purchaser may extend (and its financial advisors with re-extend) the Offer for up to a draft copy total of 20 business days if, as of the Offer Documents prior to their finalization initial expiration date, which shall be 20 business days following commencement of the Offer, there shall not have been validly tendered and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide not withdrawn that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by necessary to permit the Merger to be effected without a registered holder shall be aggregatedmeeting of the Company's stockholders in accordance with the DGCL.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof, Merger Sub shall, subject as promptly as practicable after the date hereof (and Merger Sub shall use commercially reasonable efforts to, within ten (10) business days after the date hereof), commence the Offer. Each Share accepted by Merger Sub pursuant to the terms and conditions Offer shall be exchanged for the right to receive a fraction of this Agreement, make an offer share of Parent Common Stock (the “Offer”"EXCHANGE RATIO") equal to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the 0.79. The initial expiration date of the Offer and prior to shall be the Expiry Time on twentieth business day following commencement of the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareOffer. The Offer shall be made subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer (as it may be extended in accordance with the requirements of this AgreementSection 1.1(a)) and not withdrawn a number of shares of Company Common Stock which, Securities Laws together with the shares of Company Common Stock then owned by Parent and applicable LawMerger Sub (if any), represents at least a majority of the sum of (i) the total number of shares of Company Common Stock outstanding immediately prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)), and shall (ii) a number of shares of Company Common Stock determined by Parent up to a maximum of the total number of shares of Company Common Stock issuable upon the exercise or conversion of all options, warrants, rights and convertible securities (if any) that will be subject only vested by the Outside Date (as defined in Section 7.1(b)(ii) hereof) (the number of shares determined by adding the shares referred to in clause "(i)" and clause "(ii)" of this sentence being hereinafter referred to as the "FULLY DILUTED SHARES") (and the condition previously referred to in this sentence being referred to as the "MINIMUM CONDITION") and to the other conditions set forth in Annex I hereto. Parent and Merger Sub expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; PROVIDED, HOWEVER, that without the prior written consent of the Company, no change may be made which decreases the number of shares of Company Common Stock sought in the Offer, changes the form or amount of consideration to be paid, imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition or any of the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include clauses (2), (4), (5) or (7) of Annex I, extends the Offer (except as set forth in the following two sentences), or makes any other change to any of the terms and conditions to the Offer which is adverse to the holders of shares of Company Common Stock. Subject to the terms of the Offer and this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Merger Sub shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer (as it may be amended, varied or extended in accordance with the requirements of this AgreementSection 1.1(a)) and shall pay for all such shares of Company Common Stock promptly after acceptance; PROVIDED, HOWEVER, that (x) Merger Sub shall extend the Offer for successive extension periods not in excess of ten (10) business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, and (y) Merger Sub may extend the Offer if and to the extent required by the applicable rules and regulations of the Securities and Exchange Commission ("SEC") or The New York Stock Exchange (the "NYSE"). The Offeror and Caza shall cooperate In addition, Merger Sub may extend the Offer after the acceptance of shares of Company Common Stock thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). No fraction of a share of Parent Common Stock will be issued in making on a timely basis any filings connection with respect to the exchange of Parent Common Stock for shares of Company Common Stock upon consummation of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared but in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that lieu thereof each tendering stockholder who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional Offeror Share will shares of Parent Common Stock that otherwise would be entitled received by such stockholder) in the Offer shall receive from Parent an amount of cash (rounded up to receive the nearest whole number of Caza Shares. In calculating such fractional cent), without interest, all Caza Shares held equal to the product obtained by a registered holder shall multiplying such fraction by the average closing sale price of one (1) share of Parent Common Stock on the NYSE during the ten (10) trading days ending on the trading day immediately prior to the expiration of the Offer (as it may be aggregatedextended in accordance with the requirements of this Section 1.1(a)).

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 9.01 and nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex A hereto, subject to not later than five business days after the terms and conditions public announcement of the execution of this Agreement, make an Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) a cash tender offer (the “"Offer”") to purchase acquire all of the issued and outstanding Caza Shares shares of Company Common Stock for $11.00 per share (including such amount, or any Caza Shares greater amount per share paid pursuant to the Offer, the "Per Share Amount"), net to the seller in cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign tax laws and regulations. The obligation of Sub to consummate the Offer and to accept for payment and to pay for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that are issued after there shall have been validly tendered and not withdrawn, in accordance with the date terms of the Offer and prior to the Expiry Time expiration date of the Offer, a number of shares of Company Common Stock that represents (together with any shares of Common Stock purchased by Sub under the Stock Option Agreement) at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis (the exercise or surrender of Caza Options or Caza Warrants"Minimum Condition"), on and (ii) the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the other conditions set forth in Schedule Annex A hereto (together with the Minimum Condition, the "Offer Conditions"). Sub expressly reserves the right to waive the Minimum Condition or any of the other Offer Conditions and such to make any other changes in the terms and conditions as mutually agreed to by the parties in writing. The term “Offer” shall include of the Offer (other than extending the Offer except as it expressly provided below in this Section 1.01(a)); provided, however, that, without the prior written consent of the Company, no change may be amended, varied made which (i) decreases the Per Share Amount or extended the number of shares of Company Common Stock sought in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter (ii) changes the form of consideration to be paid in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) amends any Offer Condition, (v) except as provided below, extends the Offer or (vi) is materially adverse to the holders of shares of Company Common Stock. Notwithstanding anything to the contrary in this Agreement, (i) Sub may, in its sole discretion and without the consent of the Company, (A) extend the Offer, at any time up to the Outside Termination Date, for one or more periods of not more than ten business days each, if, at the then scheduled expiration date of the Offer, any Offer Condition has not been satisfied; (B) extend the Offer at any time (but on not more than one occasion) for a period of not more than 10 business days, if at that time the number of shares of Company Common Stock duly tendered pursuant to the Offer and not subsequently withdrawn represents less than 90% of the shares of Company Common Stock then outstanding; or (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities Laws and Exchange Commission ("SEC") or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, staff thereof applicable to the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy (ii) if at any scheduled expiration date of the Offer Documents prior to their finalization any Offer Condition has not been satisfied or waived by Sub, at the written request of the Company delivered no later than the scheduled expiration date of the Offer, Sub shall, and mailing for their review and comment. Notwithstanding the foregoingshall continue to, extend the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed from time to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement time for one or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.more

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as practicable (the “Offer”but in no event later than ten business days) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawSub shall, and Parent shall be cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer. The obligations of Sub to, and of Parent to cause 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 Schedule Exhibit A hereto (the “Offer Conditions”). The initial expiration date of the Offer shall be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub expressly reserves the right to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify any Offer Condition in a manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Sub’s obligations under the following sentence, Sub (A) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not be satisfied or, in Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (B) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided, however, that in no event shall Sub be required to extend the Offer beyond the Termination Date. Parent and Sub agree that (A) if, on any then-scheduled expiration date of the Offer, any of the Offer Conditions set forth in clauses (ii) through (vi) of Exhibit A is not satisfied or, in Sub’s sole discretion, waived, then Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each, until such time as such Offer Conditions are satisfied or, in Sub’s sole discretion, waived and (B) if, on any then-scheduled expiration date of the Offer, the Minimum Tender Condition is not satisfied but all of the other conditions Offer Conditions set forth in Exhibit A are satisfied or, in Sub’s sole discretion, waived, then Sub shall, and Parent shall cause Sub to, extend the Offer as mutually agreed to provided by the parties terms of Section 8.01(f); provided, however, that in writing. The term “Offer” no event shall include Sub be required to extend the Offer beyond the Termination Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.01(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the expiration date of the Offer (as it may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.01(a)). The Offeror Acceptance for payment of shares of Company Common Stock pursuant to and Caza shall cooperate in making on a timely basis any filings with respect subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, conditions of the Offer may provide that upon the expiration of the Offer is only being made referred to in jurisdictions where permitted by applicable lawthis Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. The Offeror shall provide CazaSub expressly reserves the right to, in its counsel sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing may, in Sub’s sole discretion, provide for their review and commentsuch a reservation of right. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made Nothing contained in jurisdictions where permitted and that the Offeror Shares this Section 1.01(a) shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed affect any termination rights in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedArticle VIII.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events or conditions set forth in Article 6 shall have occurred and be existing, subject to as promptly as practicable after the date hereof (but in no event later than the fifth business day after the public announcement of the terms and conditions of this Agreement, make an offer Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “"Exchange Act"), the Offer”. The Offer will be made pursuant to the Offer Documents (as defined below) containing terms and conditions set forth in this Agreement. Acquisition shall accept for payment, purchase and pay for all Shares which have been validly tendered and not withdrawn pursuant to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after Offer at the date earliest time following expiration of the Offer and prior that all conditions to the Expiry Time on the exercise Offer set forth in Article 6 shall have been satisfied or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharewaived by Acquisition. The obligation of Acquisition to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the condition that at least a majority of the issued and outstanding Shares be validly tendered (the "Minimum Condition") and the other conditions set forth in Schedule A hereto Article 6. Acquisition expressly reserves the right to waive any such condition (other than the Minimum Condition) to increase the price per Share payable in the Offer or to make any other changes in the terms and such other conditions as mutually agreed to of the Offer (provided that, unless previously approved by the parties Company in writing. The term “Offer” shall include the Offer as it , no change may be amendedmade which decreases the Per Share Amount, varied or extended which reduces the number of Shares to be purchased in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall which changes the form of consideration to be prepared paid in the English language. Notwithstanding the foregoingOffer, which imposes conditions to the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy addition to those set forth in Article 6 or which amends or changes any term or condition of the Offer Documents prior in a manner adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can Shares). The Per Share Amount shall be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost paid net to the Offerorseller in cash, less any required withholding of taxes, upon the terms and subject to such conditions of the Offer. No fractional Offeror Shares will be issued. Any holder of Caza Shares The Company agrees that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its subsidiaries will be aggregatedtendered in the Offer.

The Offer. (a) Provided that nothing shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof and in any event within ten (10) Business Days after the date hereof, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) commence (within the meaning of Rule 14d-2 under the 0000 Xxx) the Offer to purchase any and all of the outstanding Shares at the Offer Price. The Offeror Offer shall be subject only (1) to the condition that there shall be validly tendered and not withdrawn in accordance with the terms of the Offer, prior to the Expiration Date (as defined below), a number of Shares that, together with the Shares then owned by Parent and/or Merger Subsidiary, represents at least a majority of the total number of Shares outstanding on a fully diluted basis, calculated in accordance with Section 3.5(b) (the “Minimum Condition”), and (2) to the other conditions set forth in Annex I. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided, that without the prior written consent of the Company, (i) the Minimum Condition may not be waived and (ii) no change may be made that changes the form of consideration to be paid, decreases the Offer Price or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I or modifies the conditions set forth in Annex I, or amends any other term of the Offer in any manner adverse to the holders of Shares in the reasonable judgment of the Company. The initial expiration date of the Offer shall be the twentieth (20th) business day after commencement of the Offer (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (x) Merger Subsidiary shall 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 or any period required by Applicable Law and (y) if any condition to the Offer is not satisfied or waived on any scheduled Expiration Date, Merger Subsidiary shall, subject to the terms and rights of the parties in Article 11, extend the Offer for one or more periods (each in the reasonable judgment of Merger Subsidiary for the minimum period of time reasonably expected by Merger Subsidiary to be required to satisfy such conditions but in any event not in excess of twenty (20) business days each) until such conditions are satisfied or waived; provided, in each case, that Merger Subsidiary shall not be required to extend the Offer beyond the termination of this Agreement. If upon the acceptance for payment of, make an offer and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, Merger Subsidiary has not acquired the Requisite Short Form Merger Shares, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (the “OfferSubsequent Offering Period”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with Rule 14d-11 of the 1934 Act of not less than three (3) nor more than ten (10) business days immediately following the Expiration Date. Merger Subsidiary shall not terminate or withdraw the Offer prior to its Expiration Date, unless this AgreementAgreement is terminated in accordance with Article 11 hereof. Subject to the foregoing, Securities Laws and applicable Lawincluding the requirements of Rule 14d-11, and shall be upon the terms and subject only to the conditions set forth in Schedule A hereto of the Offer, Merger Subsidiary shall, and such other conditions as mutually agreed Parent shall cause it to (including by the parties in writing. The term “Offer” shall include the Offer as it may providing or causing to be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making provided to Merger Subsidiary on a timely basis any filings with respect to the necessary funds), accept for payment and pay for, as promptly as practicable after the expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The all Shares (i) validly tendered and not withdrawn pursuant to the Offer shall be prepared (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”) and (ii) validly tendered in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedSubsequent Offering Period.

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with ARTICLE IX and that none of the events set forth in Paragraph 2 of Exhibit B hereto shall exist or have occurred, Purchaser shall, subject to and Parent shall cause Purchaser to, promptly (but in no event later than ten Business Days following the terms and conditions date of this Agreement) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended (the “OfferExchange Act”)) the Offer to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Shares, at the Offer Price. The obligations of Purchaser to, and prior of Parent to cause Purchaser to, accept for payment and to pay for any Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made subject to only those conditions set forth in accordance with this AgreementExhibit B (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, Securities Laws and applicable Lawincluding an increase in the Offer Price, and except that, without the prior written consent of the Company, Purchaser shall be subject only not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Exhibit B), (D) add to the conditions set forth on Exhibit B, (E) modify the conditions set forth on Exhibit B in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect manner adverse to the Offerholders of Shares, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in (F) extend the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding except as required or permitted by Section 1.1(a)(ii) or (iii), or (G) make any other change in the foregoing, terms or conditions of the Offer may provide that which is adverse to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events or circumstances set forth in Annex A hereto shall have occurred or be existing, Purchaser agrees to, and Parent agrees to cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the first public announcement of the execution hereof. Parent and Purchaser agree that the obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the conditions that (i) the number of Shares validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute at least 60% of the then outstanding Shares at the expiration of the Offer (the "Minimum Stock Condition"), (ii) Purchaser has acquired or is simultaneously acquiring not less than 66 2/3% in the aggregate principal amount of the outstanding Notes (the "Note Purchase Condition"), and (iii) also shall be subject to the satisfaction of the other conditions set forth in Annex A. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that Parent and Purchaser agree that no change may be made without the consent of the Company which decreases the price per Share payable in the Offer, which changes the form of consideration to be paid in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which eliminates the Note Purchase Condition, which reduces the Minimum Stock Condition to below 51% of the then outstanding Shares, which otherwise modifies or amends the conditions to the Offer or any other term of the Offer in a manner that is materially adverse to the holders of the Shares, which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which extends the expiration date of the Offer beyond January 4, 1999 (except that the Purchaser may extend the expiration date of the Offer through January 9, 1999 as required to comply with any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC")). The Offeror Per Share Cash Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to (including, without limitation, the Expiry Time on the exercise or surrender of Caza Options or Caza WarrantsMinimum Stock Condition), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawPurchaser agrees to, and shall be subject only Parent agrees to the conditions set forth in Schedule A hereto and such other conditions cause Purchaser to, pay, as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer promptly as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to practicable after expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel for all Shares validly tendered and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedwithdrawn.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable but in no event later than five business days after the date of the Offer public announcement by Parent and prior to the Expiry Time on the exercise or surrender Company of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawSub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed to by (the parties in writing. The term “Offer” shall include the "Offer as it Conditions") (any of which may be amendedwaived in whole or in part by Sub in its sole discretion, varied or extended provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in accordance with this AgreementExhibit A)). The Offeror and Caza Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy (i) extend the Offer, if at the scheduled or extended expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, any of the Offer may provide that Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer is only being made in jurisdictions where permitted for any period required by any rule, regulation, interpretation or position of the Securities and that Exchange Commission (the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with "SEC") or the staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of Caza Shares not more than 10 business days beyond the latest expiration date that would otherwise be entitled permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to a fractional Offeror Share will be entitled expire. Subject to receive the nearest whole number terms and conditions of Caza Shares. In calculating such fractional interestthe Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Caza Shares held by a registered holder shall be aggregatedvalidly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Provided that none of the events set forth in paragraphs (d)(ii) and (h) of Annex A shall have occurred, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as reasonably practicable after the date hereof but in no event later than ten (10) Business Days after the public announcement (on the date hereof or the following Business Day) of the execution of this Agreement. The Offeror shallobligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, subject without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, but excluding Options and Warrants owned by the Selling Stockholders) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer, and to make any other amendments or changes in the terms and conditions of the Offer; provided, however, that no amendment or change may be made which decreases the price per Share payable in the Offer, which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the initial scheduled expiration date, which shall be 20 Business Days following the commencement of the Offer or any extended expiration date of the Offer, if, at the initial scheduled expiration of the Offer or any extended expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares, shall not be satisfied or waived until such time as such conditions are satisfied or waived; provided that Purchaser shall only be permitted three (3) extensions of the Offer pursuant to this clause (i) for periods of up to five (5) Business Days for each such extension, it being understood that if the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived during an extension, no further extensions pursuant to this clause (i) shall be permitted or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza conditions to the Offer, Purchaser shall accept for payment all Shares (including any Caza Shares that are issued validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and prior Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Expiry Time Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. If the payment equal to the Per Share Amount in cash (the "Merger Consideration") is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the exercise or surrender stock transfer books of Caza Options or Caza Warrants)the Company, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer it shall be made in accordance with this Agreement, Securities Laws and applicable Law, and a condition of payment that the certificate so surrendered shall be subject only endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the conditions set forth satisfaction of Purchaser that such taxes either have been paid or are not applicable. Purchaser may, in Schedule A hereto and such other conditions its sole discretion, provide a "subsequent offering period" as mutually agreed contemplated by Rule 14d-11 under the Exchange Act following acceptance for payment of Shares in the Offer. Parent shall provide or cause to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making provided to Purchaser on a timely basis the funds necessary to accept for payment, and pay for, any filings with respect Shares that Purchaser becomes obligated to accept for payment and pay for, pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as reasonable practicable (the “Offer”but in no event later than ten (10) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Business Days) after the date of execution of this Agreement by all parties hereto, Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A Annex I (the “Offer Conditions”). The Offer shall initially expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act). Merger Sub expressly reserves the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) except as expressly provided in this Section 1.1(a), extend or otherwise amend or modify the expiration date of the Offer, (v) change the form of consideration payable in the Offer, (vi) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of Common Stock or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Notwithstanding any other provision of this Agreement to the contrary, but subject to the parties’ rights to terminate this Agreement pursuant to Section 7.1 and Merger Sub’s right to waive any Offer Condition other than the Minimum Tender Condition, Merger Sub shall, and Parent shall cause Merger Sub to, (i) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties hereto may agree) each, if, at any then-scheduled expiration of the Offer, any Offer Condition (other than the Minimum Tender Condition) shall not have been satisfied or waived, until such time as each such condition shall have been satisfied or waived, and (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; provided, however, that in no event shall Merger Sub be required to extend the Offer beyond the Termination Date. Notwithstanding any other provision of this Agreement to the contrary, but subject to the parties’ rights to terminate this Agreement pursuant to Section 7.1, if, at any then-scheduled expiration of the Offer, each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, then Merger Sub may and, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer by increments of seven (7) Business Days (or such other conditions period as mutually agreed to by the parties in writing. The term “Offer” hereto may agree); provided, however, that Merger Sub shall include only be required to extend the Offer under this sentence on two occasions and; provided, further, that Merger Sub shall not be required to extend the Offer beyond the Termination Date. Upon the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the applicable expiration date of the Offer (as it may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.1(a)). The Offeror Acceptance for payment of shares of Common Stock by Merger Sub pursuant to and Caza shall cooperate in making on a timely basis any filings with respect subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that conditions of the Offer is only being made referred to in jurisdictions where permitted by applicable lawthis Agreement as the “Offer Closing.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(a)), unless this Agreement is validly terminated in accordance with Section 7.1. The Offeror If this Agreement is terminated pursuant to Section 7.1, then, in each case, Merger Sub shall provide Cazapromptly (and, its counsel in any event, within twenty-four (24) hours of such termination), irrevocably and its financial advisors with a draft copy of unconditionally terminate the Offer Documents prior and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to their finalization and mailing for their review and comment. Notwithstanding the foregoingreturn, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders all tendered shares of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Common Stock to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedholders thereof.

The Offer. (a) The Offeror Parent shall cause Purchaser to, and Purchaser shall, as soon as practicable after the date hereof, but in any event within five business days after the public announcement of the execution hereof, commence (within the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") the Offer for all of the outstanding Shares at a price equal to the Per Share Amount, net to the sellers thereof in cash, subject to the conditions set forth in Annex I hereto (the "Offer Conditions") including the Minimum Condition (as defined therein) and the termination provisions of Section 8 hereof. Purchaser shall consummate the Offer on the terms and subject to the conditions provided in this Section 1.1. Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) obligation of Purchaser to purchase all of accept for payment Shares tendered pursuant to the outstanding Caza Shares (including any Caza Shares that are issued after Offer shall be subject to the date satisfaction or waiver by Purchaser of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareConditions. The Offer shall be made by means of an offer to purchase which shall contain as conditions only the Minimum Condition and the other conditions set forth in accordance with Annex I hereto, and, subject to the succeeding sentence, shall otherwise contain, and be entirely consistent with, the terms and conditions of the Offer as described in this Agreement. Each of Purchaser and Parent expressly reserves the right, Securities Laws in its sole discretion, to waive any such condition and applicable Lawmake any other changes to the terms of the Offer, and provided that, without the consent of the Company, neither Parent nor Purchaser shall (i) amend or waive the Minimum Condition or the HSR Condition (as defined 5 herein), (ii) amend any other condition of the Offer as set forth herein or in Annex I hereto, (iii) reduce the Per Share Amount, (iv) change the form of consideration to be paid in the Offer (other than by adding cash consideration), (v) reduce the maximum number of Shares to be purchased in the Offer, or (vi) amend any other term of the Offer in a manner which, in the reasonable judgment of the Company, is adverse to the holders of Shares. The Per Share Amount shall be net to the sellers in cash, without interest, subject to reduction only for any applicable federal back-up withholding taxes. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, subject to the Company's right to terminate this Agreement pursuant to Article 8, (i) extend the Offer on one or more occasions for up to ten business days for each such extension beyond the then-scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer), if at the then-scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to accept for payment and pay for the Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived, and, at the request of the Company, Purchaser shall, subject to Parent's right to terminate this Agreement pursuant to Article 8, extend the Offer for additional periods up to but not later than September 30, 1998, unless the conditions not satisfied or earlier waived on the then-scheduled expiration date are one or more of the Minimum Condition or the conditions set forth in Schedule A hereto and such paragraphs (a), (c), (d) or (f) of Annex I hereto, provided that (x) if the only condition not satisfied is the Minimum Condition, the satisfaction or waiver of all other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include have been publicly disclosed at least five business days before termination of the Offer as it may and (y) if paragraph (a) or (f) of Annex I hereto has not been satisfied and the failure to so satisfy can be amendedremedied, varied the Offer shall not be terminated unless the failure is not remedied within 30 calendar days after Parent has furnished the Company with written notice of such failure), (ii) extend the Offer for any period required by any rule, regulation, interpretation or extended position of the Securities and Exchange Commission (the "Commission") or the staff thereof applicable to the Offer, and (iii) extend the Offer for an aggregate period of not more than five business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if there shall not have been tendered sufficient Shares so that the Merger could be effected without a meeting of the Company's stockholders in accordance with Section 253 of the Delaware General Corporation Law (the "DGCL"). In addition, the Per Share Amount may be increased without the consent of the Company. Subject to the terms of the Offer, including the Offer Conditions, Purchaser shall accept for payment and pay for all Shares duly tendered at the earliest time at which it is permitted to do so under applicable provisions of the Exchange Act; provided that, as set forth above, Purchaser shall have the right, in its sole discretion, to extend the Offer for up to five business days notwithstanding the prior satisfaction of the Offer Conditions, in order to attempt to satisfy the requirements of Section 253 of the DGCL. It is agreed that the Offer Conditions other than the Minimum Condition and the condition relating to the termination or expiration of applicable waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") (the "HSR Condition") are solely for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances resulting in a condition not being satisfied (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings ) or, except with respect to the Minimum Condition and the HSR Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. On the date of commencement of the Offer, including Parent and Purchaser, with the cooperation of, and prior review thereof by, the Company, shall file with the Commission a Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer that will contain or will incorporate by reference the Offer (or portions thereof) and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereafter thereto, are referred to herein collectively as required by Securities Laws or Lawsthe "Offer Documents"). The Offer Schedule 14D-1, and all amendments and supplements thereto, shall be prepared comply as to form in all material respects with the provisions of all applicable federal securities laws. Purchaser, and the Company with respect to information supplied by it for use in the English language. Notwithstanding the foregoing, Schedule 14D-1 or the Offer may provide that Documents, agree promptly to correct the Schedule 14D-1 or the Offer is only being made 2 6 Documents if and to the extent that any of them shall have become false or misleading in jurisdictions where permitted by applicable law. The Offeror any material respect or any event occurs which should be set forth in an amendment or supplement to the Schedule 14D-1, and Purchaser shall provide Caza, its counsel take all steps necessary to cause the Schedule 14D-1 as so corrected or supplemented to be filed with the Commission and its financial advisors with a draft copy of the such Offer Documents prior as so corrected to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed disseminated to holders of Caza Shares outside and any other holders of Canada securities of the Company (if such shares can be distributed any), in compliance with applicable securities laws of such jurisdiction each case as and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Sharesextent required by applicable federal securities laws. In calculating such fractional interestaddition, all Caza Shares held by a registered holder shall be aggregated.Parent and Purchaser agree to promptly provide the Company and its counsel in writing with any comments Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff. 1.2