Common use of The Offer Clause in Contracts

The Offer. (a) On or prior to August 30, 2013, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby), of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the Company. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof and provided that none of the events in clauses (a) through (g) of paragraph 2 of Annex A shall have occurred and shall not have been waived by Purchaser, 2013as promptly as practicable after the date hereof (and in any event within ten (10) Business Days), Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the OfferOffer to purchase all Shares at a price per share equal to the Offer Price (as such Offer Price may be adjusted pursuant to Section 1.1(h)). (b) The obligation and right of Merger Sub Purchaser upon expiration of the Offer to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit Annex A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger SubPurchaser, of the other Offer ConditionsConditions (including the satisfaction of the Minimum Condition), Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Date (the time of such acceptance for payment, and the payment for such Shares, the “Acceptance Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01”). The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any the withholding of any Taxes pursuant required by applicable Law, on the terms and subject to Section 4.02(i)the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub Purchaser expressly reserve the right (but shall not be obligated), at any time and from time to waivetime in their sole discretion, in whole or in part, to waive any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make modify or amend any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by without the written consent of the Company, Merger Sub Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend or (vii) otherwise amend, modify or supplement any of the terms of the Offer Conditions in a manner that is adverse in any material respect to the holders of Shares or impose conditions to the Offer that are different than or in addition to the Offer Conditions, (v) amend or waive the Minimum Condition, or (vi) extend the Expiration Date in a manner other than pursuant to and in accordance with this Agreement. The failure by Parent or Purchaser at any shareholder time to exercise any of the Companyforegoing rights shall not be deemed a waiver of any such right, and each right shall be deemed an ongoing right that may be asserted at any time and from time to time. (d) The Unless extended as provided in this Agreement, the Offer shall expire at midnight (New York City, New York City time) on the date (the “Initial Expiration Date”) that is 20 twenty (20) Business Days following (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) ). Notwithstanding the foregoing, if, on the Initial Expiration Date any of the Offer (the “Initial Expiration Time”Conditions set forth in paragraphs 1(a), 2(a) or 2(b) of Annex A are not satisfied or, to the extent waivable in accordance with the event terms hereof, has not been waived by Parent or Purchaser, then Purchaser shall extend the Initial Expiration Time has been extended pursuant Offer for a period of five (5) Business Days to this Agreementpermit such Offer Conditions to be satisfied. Thereafter, if so requested by the Company by written notice delivered to Purchaser on or prior to the date and time to which the Offer has been so extended is then scheduled to expire, Purchaser shall extend the Offer for one or more periods of not more than five (5) Business Days each, to permit the Offer Conditions set forth in paragraphs 1(a), 2(a) or 2(b) of Annex A to be satisfied, or to the extent waivable in accordance with the terms hereof, validly waived by Purchaser. Purchaser may, but shall not be obligated to, extend (and re-extend) the Offer and its expiration date (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been Date as it may be extended pursuant to this Agreement, herein is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated for one or more periods, in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods consecutive increments of up to ten (10) Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension)each, the length of each such period to be determined by Parent in its sole discretiondiscretion (or such longer period as the Parties hereto may agree), in order to permit any Offer Conditions to be satisfied. Purchaser shall, without the satisfaction consent of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law any rule, regulation, interpretation or applicable rules, regulations, interpretations or positions position of the Securities and Exchange Commission SEC or its staff (or any rule or regulation of Nasdaq, in each case, applicable to the “SEC”); Offer: provided, however, that, in any case that notwithstanding anything contained in this Section 1.01(e)Agreement, Merger Sub Purchaser shall not be required to (i) extend the Offer beyond November 29, 2013 (the “Outside Date”A) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consentor (B) at any time that Parent or Purchaser is permitted to terminate this Agreement pursuant to Article VII, or (ii) waive any Offer Conditions. (fe) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub Purchaser shall not terminate the Offer prior to any scheduled Expiration Time Date without the prior written consent of the Company, Company except in the event that this Agreement is terminated pursuant to Article 9. VII. (f) If the Offer is terminated or withdrawn by Merger Sub Acceptance Time occurs, Purchaser may, in its sole discretion, commence a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act (a “Subsequent Offering Period”) of up to twenty (20) Business Days. Subject to the terms and conditions of this AgreementAgreement and the Offer, Purchaser shall (and Parent shall cause Purchaser to) accept for payment, and pay for, all Shares as promptly as practicable after any such Shares are validly tendered during such Subsequent Offering Period. The Offer Price payable in respect of each Share validly tendered during such Subsequent Offering Period shall be paid net to the seller in cash, without interest, subject to the withholding of any Taxes required by applicable Law. (g) On or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the commencement date of the commencement of the Offer, Parent and Merger Sub shall Purchaser shall: (i) file or cause to be filed with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits) that will contain or incorporate by reference the offer to purchase the Shares pursuant to the Offer, the Offer to Purchase and a form of the related letter of transmittal transmittal, the summary advertisement and summary advertisement, if any (such Schedule TO other ancillary Offer documents and the documents included therein instruments pursuant to which the Offer shall will be mademade (collectively, and together with any all exhibits, amendments and supplements thereto, the “Offer Documents”); and (ii) cause the Schedule TO and related Offer Documents to be disseminated to holders of Shares in accordance with applicable Law. The Company shall promptly furnish to Parent and Merger Sub Purchaser all information concerning the Company that may be required by the Exchange Act applicable Law or reasonably requested in connection with any action contemplated by this Section 1.1(g). The Company and its counsel shall be given reasonable opportunity to be set forth in the Offer Documents. Parent review and Merger Sub agree to take all steps necessary to cause comment on the Offer Documents prior to be filed the filing thereof with the SEC SEC, and disseminated Parent and Purchaser shall give reasonable and good faith consideration to the shareholders of the Company, in each case as and to the extent required any comments made by the Exchange ActCompany and its counsel. Parent and Merger SubEach of Parent, on the one hand, Purchaser and the Company, on the other hand, agree Company agrees to correct promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub Purchaser further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Exchange Actapplicable federal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the Upon receipt of any written or oral comments from the SECby Parent, Purchaser or any request their counsel from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC its staff with respect to the Offer Documents, Parent and Merger Sub shall Purchaser agree to: (i) promptly provide the Company and its counsel with a copy of any such written comments (or a description of any such oral comments); (ii) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or responseany proposed response thereto, and Parent and Merger Sub shall give reasonable and good faith consideration to any such commentscomments made by the Company and its counsel; and (iii) promptly provide the Company with copies of any written comments or responses submitted by Parent and Purchaser in response thereto. (h) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring or having a record date on or after the date hereof and prior to Purchaser’s acceptance for payment of, and payment for, Company Common Stock tendered in the Offer, and such adjustment to the Offer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action. (i) Parent Purchaser shall provide be entitled to deduct and withhold from any consideration payable to any holder of any Company Stock Certificate (in his or cause her capacity as a holder of Company Common Stock) such amounts as are required to be provided to Merger Subdeducted or withheld from such consideration under the Code or any provision of state, on a timely basislocal or foreign tax Law or under any other applicable Law. To the extent such amounts are so deducted or withheld, the funds necessary to pay such amounts shall be treated for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant all purposes under this Agreement as having been paid to the OfferPerson to whom such amounts would otherwise have been paid.

The Offer. (a) On or prior to August 30As promptly as practicable (and in any event within seven Business Days) after the date hereof, 2013, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to , the Offer shall be to purchase all the outstanding Shares at the Offer Price, subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) properly withdrawn prior to any then scheduled the Expiration Time Date that number of shares of Common Stock Shares which, together with the shares beneficially number of Shares (if any) then owned of record by Parent or Merger Subthe Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes assuming conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth herein and in Exhibit A Annex I. (together with the Minimum Condition, the “Offer Conditions”). b) Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Subthe Purchaser, of the other Offer Conditionsconditions set forth herein and in Annex I, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly properly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions Purchaser is legally permitted to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has do so under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01applicable Law. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in accordance with this Agreement, including the Offer Conditions. Minimum Condition and the other conditions set forth in Annex I. Parent and Merger Sub the Purchaser expressly reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided contemplated by this Agreement or as previously approved in writing by the CompanyCompany in writing, Merger Sub the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer Offer, (iii) reduce the maximum number of Shares sought to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (viiv) otherwise amend, modify or supplement amend any of the terms of other conditions to the Offer set forth in Annex I in a manner adverse to any shareholder the holders of Shares or (vi) extend the CompanyExpiration Date in a manner other than in accordance with this Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City, New York City time) on the date that is 20 Business Days following from and including the date of the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration TimeDate”) or, in the event if the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then If at the scheduled Expiration TimeDate, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditionsconditions and requirements set forth herein and in Annex I) have not been satisfied orsatisfied, or waived by Parent or the Purchaser, and if this Agreement shall not have been terminated in accordance with Article 7, the Purchaser may (in its sole discretion, without consent of the Company) and, to the extent waivable requested by Parent or Merger Sub pursuant the Company in writing prior to this Agreementsuch scheduled Expiration Date, waived by Parent or Merger Sub, then Merger Sub (A) may shall (and in such case Parent shall cause Merger Sub the Purchaser to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension)each, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) provided, however, that the Purchaser shall (and Parent shall cause Merger Sub to) not be required to extend the Offer on one occasion for a period of up if any condition to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub satisfied on or Parentprior to May 22, and 2013 (the Debt Financing Sources “Outside Date”), beyond the Outside Date. In addition, if this Agreement shall not have not definitively and irrevocably confirmed been terminated in writing to Parent and Merger Sub that accordance with Article 7, the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger Purchaser shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consentor its staff. (f) On Notwithstanding the terms and subject foregoing, if necessary to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for obtain sufficient Shares (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions including Shares issuable upon the Expiration Time is referred exercise of the Top-Up Option) to in this Agreement as reach the “Offer Closing,” and Short Form Threshold, the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right toPurchaser may, in its sole discretiondiscretion (and Parent may cause the Purchaser to), following the Offer Closing, extend the Offer provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange ActAct of up to 10 Business Days, the length of the initial “subsequent offering period” and each extension thereof to be determined by the Purchaser in its sole discretion. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period”. The Offer Documents (as defined below) may, in Merger Sub’s sole discretion, will provide for such the possibility of a reservation “subsequent offering period” in a manner consistent with the terms of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 91.1(f). (g) Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Time Date without the prior written consent of the Company, except in the event that if this Agreement is terminated pursuant to Article 97. If this Agreement is terminated pursuant to Article 7, the Purchaser shall (and Parent shall cause the Purchaser to) promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this AgreementPurchaser, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment purchase of the Common Stock tendered Shares in the Offer, Merger Sub the Purchaser shall promptly return, and shall cause any depository depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and Purchase, a form of letter of transmittal and a form of summary advertisement, if any advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall be madecollectively, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub Purchaser agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Exchange Act. The Company shall promptly provide Parent and Merger Subthe Purchaser in writing, for inclusion in the Offer Documents, all information concerning the Company that is required under the Exchange Act to be included in the Offer Documents. Parent and the Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law. , and Parent and Merger Sub further the Purchaser agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Exchange Act. Parent The Company and Merger Sub its counsel shall promptly notify be given a reasonable opportunity to review the Company upon Schedule TO and the receipt of any comments from Offer Documents before they are filed with the SEC, or any request from and Parent and the SEC for amendments or supplements, Purchaser shall give due consideration to the Offer Documentsreasonable additions, and shall promptly provide deletions or changes suggested thereto by the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other handits counsel. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer DocumentsIn addition, Parent and Merger Sub the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment on any such Offer Documents or responsewritten responses, and Parent and Merger Sub the Purchaser shall give reasonable due consideration to any such commentsthe reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30Provided that this Agreement shall not have been terminated in accordance with Section 7.1, 2013as promptly as practicable (and in any event within ten (10) Business Days from the date hereof, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub Offer to accept purchase for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to cash all Shares at the Offer shall be Price, subject to: : (i) there being validly tendered in the Offer (and not validly withdrawn) withdrawn prior to any then scheduled Expiration Time Date (as defined below) that number of shares of Common Stock Shares which, together with the shares Shares then beneficially owned by Parent or Merger SubPurchaser (if any), represents at least sixty-six and two-thirds percent (66 2/3%) of: (x) all Shares then outstanding, plus (y) all Shares issuable upon the exercise, conversion or exchange of any Company Stock Options or Company Warrants then outstanding that are vested and exercisable, convertible or exchangeable as of any then scheduled Expiration Date or that would be vested and exercisable, convertible or exchangeable (including after giving effect to the acceleration of any vesting or exercisability, convertibility or exchangeability that may occur as a majority result of the Common Offer) at any time within sixty (60) days following the then scheduled Expiration Date assuming that the holder of such Company Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, Options satisfies the vesting schedule or other terms and exercisability, convertibility or exchangeability conditions thereof)) applicable thereto during such time period (the “Minimum Condition”), and ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A Annex I. (together with the Minimum Condition, the “Offer Conditions”). b) Subject to the prior satisfaction of the Minimum Condition and the satisfactionSection 1.1(a), or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01practicable. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, cash subject to any withholding of Taxes pursuant to as provided in Section 4.02(i2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes contains the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Merger Sub Purchaser expressly reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offeroffer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the CompanyCompany in writing, Merger Sub Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer that are different from, or in addition to, the conditions set forth in Annex I, (v) amend or waive the Minimum Condition, (vi) amend any of the conditions to the Offer set forth in Annex I or (vii) otherwise amend, modify or supplement any of extend the terms expiration of the Offer in a manner adverse to any shareholder manner, other than as required by this Agreement, without the prior written consent of the Company. (d) The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City, New York City time) on the date that is 20 twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration TimeDate”) or, in the event the Initial Expiration Time Date has been extended pursuant to to, and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish extended from time to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case time as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.follows:

The Offer. (a) On or prior to August 30, 2013, Merger Sub shall (shall, and Parent shall cause Merger Sub to, as promptly as practicable (and, in any event, within ten (10) Business Days) after the date of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) withdrawn prior to any then scheduled Expiration Time that number of shares of Company Common Stock which, together with the shares beneficially owned by Parent or Merger SubSub (if any), represents at least a majority of the Company Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)thereof and the exclusion of any treasury stock) (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Sub, of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to any withholding of Taxes pursuant to Section 4.02(i)the conditions set forth in this Agreement and the Offer. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by 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) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any shareholders stockholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer Offer, or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any shareholder stockholders of the Company. (d) The Offer shall expire at midnight (New York City, New York City time) on the date that is 20 twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless Notwithstanding anything in this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition contrary, and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e), then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (Bi) shall (and Parent shall cause Merger Sub to) ), extend the Offer on one occasion or more occasions for a period of up successive periods not to seven exceed ten (10) Business Days in each instance (or for such longer period to which the Company reasonably agrees), if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial any then-scheduled Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction any of the Offer Conditions (and contribution by Parent shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or Merger Sub of the proceeds of the Equity Financing); conditions are satisfied or waived and (iiiii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law Law, any interpretation or applicable rules, regulations, interpretations or positions position of the Securities and Exchange Commission or its staff (the “SEC”), the staff thereof or the New York Stock Exchange (“NYSE”) applicable to the Offer, subject to any waiting period (and any extension thereof) applicable to the consummation of the Offer under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that, that in any case in this Section 1.01(e), no event shall Merger Sub shall not be required to extend the Offer (A) beyond November 29January 31, 2013 2012 (the “Outside Date”) and shall not be or (B) at any time that Parent or Merger Sub is permitted to extend the Offer beyond the Outside Date without the Company’s consentterminate this Agreement pursuant to Article VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” not to exceed ten (10) Business Days in each instance (or for such longer period to which the Company reasonably agrees) (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9VIII. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, Company except in the event that this Agreement is terminated pursuant to Article 9VIII. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this AgreementSub, or if this Agreement is terminated pursuant to Article 9VIII, prior to the acceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Company Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall will be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1, (ii) the Company is prepared (in accordance with Section 2.2(b)) to file the Schedule 14D-9 on the same date as the Purchaser commences the Offer and (iii) none of the events set forth in clauses (i) through (vii) of Annex I shall have occurred or prior to August 30be continuing, 2013as promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder 1934 (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to , the Offer shall be to purchase all the outstanding Shares at the Offer Price, subject to: (i) the condition that there being validly tendered in the Offer (and not validly withdrawn) properly withdrawn prior to any then scheduled the Expiration Time Date that number of shares of Common Stock Shares which, together with the shares number of Shares (if any) then beneficially owned by Parent or Merger Subthe Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis as of immediately following the Acceptance Time (which assumes conversion excluding from the number of tendered Shares, but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or exercise satisfaction of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereofsuch guarantee)) and entitled to vote in the election of directors or (if a greater majority) on the adoption of this Agreement (collectively, the “Minimum Condition”), ; and (ii) the satisfaction, or written waiver (where permitted by applicable Law) by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A Annex I. (together with the Minimum Condition, the “Offer Conditions”). b) Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or written waiver (where permitted by applicable Law) by Parent or Merger Subthe Purchaser, of the other Offer Conditionsconditions and requirements set forth in Annex I, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub and enable the Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly properly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions Purchaser is legally permitted to do so under applicable Law in accordance with the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01Exchange Act. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to required by applicable Law in accordance with Section 4.02(i3.2(f). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in accordance with this Agreement, including the Offer Conditions. Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Merger Sub the Purchaser expressly reserve the right to waivewaive (where permitted by applicable Law), in their sole discretion, in whole or in part, any Offer Condition (other than of the Minimum Condition)conditions set forth on Annex I, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided contemplated by this Agreement or as previously approved in writing by the CompanyCompany in writing, Merger Sub the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (viiv) otherwise amend, modify or supplement amend any of the terms of other conditions and requirements to the Offer set forth in Annex I in a manner adverse to any shareholder the holders of Shares or (vi) extend the CompanyExpiration Date in a manner other than in accordance with this Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight 5:00 p.m. (New York City, New York City time) on the date that is 20 twenty-one (21) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration TimeDate”) or, in the event if the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if If on or prior to any then scheduled Expiration TimeDate, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditionsconditions and requirements set forth in Annex I) have not been satisfied or, to the extent waivable where permitted by applicable Law, waived in writing by Parent or Merger Sub pursuant to this Agreementthe Purchaser, waived by Parent or Merger Sub, then Merger Sub (A) may the Purchaser shall (and in such case Parent shall cause Merger Sub the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to ten twenty (20) Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretioneach, in order to permit the satisfaction of such conditions; and (B) . In addition, the Purchaser shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission or its staff (the “SEC”); provided) or its staff. Notwithstanding the foregoing, however, that, in any case in this Section 1.01(e), Merger Sub the Purchaser shall not be required to extend the Offer for any reason beyond November 29September 17, 2013 2011 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent). (f) On Notwithstanding the terms and subject foregoing, if necessary to obtain sufficient Shares to reach the conditions of this AgreementShort Form Threshold, Merger Sub shall, the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to), accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange ActAct of not more than twenty (20) Business Days in the aggregate; provided, however, that if the Purchaser exercises the Top Up Option pursuant to Section 2.4, it shall not be required to provide for a “subsequent offering period.” Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during any such “subsequent offering period”. The Offer Documents (as defined below) may, in Merger Sub’s sole discretion, will provide for such the possibility of a reservation “subsequent offering period” in a manner consistent with the terms of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 92.1(f). (g) Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Time Date without the prior written consent of the Company, except in the event that if this Agreement is terminated pursuant to Article 9VIII. If this Agreement is terminated pursuant to Article VIII, the Purchaser shall (and Parent shall cause the Purchaser to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this AgreementPurchaser, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment purchase of the Common Stock tendered Shares in the Offer, Merger Sub the Purchaser shall (and Parent shall cause the Purchaser to) promptly return, and shall cause any depository depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereof. (h) As soon promptly as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and Purchase, a form of letter of transmittal transmittal, a form of summary advertisement and summary advertisementother ancillary Offer documents and instruments, if any (such Schedule TO and the documents included therein pursuant to which any, in respect of the Offer shall be made(collectively, together with any amendments and supplements theretothereto and the Schedule TO, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub Purchaser agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Exchange Act. Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law. , and Parent and Merger Sub further the Purchaser agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Exchange Act. Parent The Company and Merger Sub its counsel shall promptly notify be given a reasonable opportunity to review the Company upon Schedule TO and the receipt of any comments from Offer Documents before they are filed with the SEC, or any request from and Parent and the SEC for amendments or supplements, Purchaser shall give due consideration to the Offer Documentsadditions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall promptly provide the Company with copies (i) a copy of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing any written comments or telephonic notice of the Offer Documents (including any amendments or supplements thereto) with oral comments that may be received from the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC its staff with respect to the Offer Documents, Parent Documents promptly after receipt thereof and Merger Sub shall provide the Company prior to responding thereto and its counsel (ii) a reasonable opportunity to review provide comments on that response (to which due consideration shall be given) and comment on to participate in such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to including by participating in any such commentsdiscussions with the SEC. (i) Parent shall provide or cause to be provided to Merger Sub, the Purchaser on a timely basis, basis the funds necessary to pay for any shares of Common Stock Shares that Merger Sub the Purchaser becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer.

The Offer. (a) On or prior to August 30, 2013As promptly as practicable after the date of this Agreement (and in any event no later than eight (8) Business Days following 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 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to: (i) there being validly tendered in the Offer (and not validly withdrawn) withdrawn prior to any then then-scheduled Expiration Time that number of shares of Common Stock Shares which, together with the shares Shares beneficially owned by Parent or Merger SubSub (if any), represents at least a majority of the Common Stock total number of Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Sub, of the other conditions and requirements set forth in Exhibit Annex A (together with the Minimum Condition, the “Offer Conditions”) (and shall not be subject to any other conditions). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to any withholding of Taxes pursuant to Section 4.02(i)the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), or to increase the Offer Price or to make any other changes in the terms and conditions of the OfferPrice; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock Shares subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit Annex A or modify or change otherwise impose any Offer Condition in a manner adverse other condition to any shareholders of the CompanyOffer, (v) except as otherwise provided in this Section 1.011.1, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the CompanyOffer. (d) The Offer shall expire at midnight (New York City, New York City time) on the date that is 20 twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless Notwithstanding anything in this Agreement has been terminated in accordance with its terms: to the contrary, but subject to the parties’ respective rights to terminate this Agreement under Article VIII, if applicable, Merger Sub (i) if on or prior to any then scheduled Expiration Timemay, all in its sole discretion, without consent of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied orCompany, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer on one or more occasions for successive periods of up to ten (10) Business Days each (or such longer period of up to 20 Business Days per extension, if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial any then-scheduled Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived, (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iiiii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law Law, any interpretation or applicable rules, regulations, interpretations or positions position of the Securities SEC, the staff thereof or the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer, and, for periods of up to ten (10) Business Days per extension, until any waiting period (and Exchange Commission any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust, competition or its staff similar Law set forth on Section 1.1(e) of the Parent Disclosure Letter (as it may be modified or supplemented as set forth therein) shall have expired or been terminated and (iii) to the “SEC”)extent requested by the Company on one or more occasions for periods of up to ten (10) Business Days per extension, shall extend (and re-extend) the Offer if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived; provided, however, that, that in any case in this Section 1.01(e), no event shall Merger Sub shall not be required to extend the Offer beyond November 29June 12, 2013 2011 unless, as of such date, all the Offer Conditions, other than the obtaining or achievement of the Requisite Regulatory Approvals (as defined in Annex A) and the condition set forth in section (a) of Annex A to the extent related to the HSR Act or any other antitrust, competition or similar Law, have been satisfied or, in Merger Sub’s sole discretion, waived, in which case such date shall be extended by ninety (90) days (such date, the “Outside End Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent). (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax an amount pursuant to Section 4.02(i3.2(b)(iii)) all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.011.1). Acceptance for payment of shares of Common Stock Shares pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” ”. Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 1.1 shall affect any termination rights in Article 9VIII, as to the Agreement, or in Annex A, as to the Offer. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, Company except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereofVIII. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall will be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly (and in any event no later than five (5) Business Days following the date of this Agreement) furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and and, immediately following such filing, disseminated to the shareholders stockholders of the Company, together with, to the extent requested by the Company, the Schedule 14D-9, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and and, immediately following such filing, disseminated to the shareholders stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other handhand and shall give the Company and its counsel a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on any response and Parent and Merger Sub shall give reasonable consideration to any such comments. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30As promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, 2013, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to , the Offer shall be to purchase all the outstanding Shares at the Offer Price, subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) properly withdrawn prior to any then scheduled the Expiration Time Date that number of shares of Common Stock Shares which, together with the shares beneficially number of Shares (if any) then owned of record by Parent or Merger Subthe Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Stock then Shares outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of basis) at the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) Expiration Date (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A Annex A. (together with the Minimum Condition, the “Offer Conditions”). b) Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Subthe Purchaser, of the other Offer Conditionsconditions and requirements set forth in Annex A, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly properly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions Purchaser is legally permitted to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has do so under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01applicable Law. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant required by applicable Law in accordance with Section 2.2(c). In circumstances in which the stockholders of the Company do not have the right to Section 4.02(i)seek remedies at law or equity, the obligations of Parent and the Purchaser under this Agreement are material to the Company’s execution of this Agreement and any failure by Parent or the Purchaser to comply with the terms of this Agreement shall enable the Company to seek all remedies available at law or equity to it and on behalf of the stockholders. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in accordance with this Agreement, including the Offer Conditions. Minimum Condition and the other conditions and requirements set forth in Annex A. Parent and Merger Sub the Purchaser expressly reserve the right right, at any time, in their sole discretion, to waive, in whole or in part, any condition to the Offer Condition (or other than the Minimum Condition), to requirement set forth in Annex A or increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the CompanyCompany in writing, Merger Sub the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (viiv) otherwise amend, modify or supplement amend any of the terms of other conditions and requirements to the Offer set forth in Annex A in a manner adverse to any shareholder the holders of Shares, or (vi) extend the CompanyExpiration Date in a manner other than in accordance with this Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City, New York City time) on the date that is 20 twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration TimeDate”) or, in the event if the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, is referred to as Agreement (the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if If on or prior to any then scheduled Expiration TimeDate, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditionsconditions and requirements set forth in Annex A) have not been satisfied orsatisfied, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Subthe Purchaser, then Merger Sub (A) may (and the Purchaser may, in such case Parent shall its sole discretion, without the consent of the Company cause Merger Sub to) the Purchaser to extend the Offer for successive periods of up to ten twenty (20) Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension)each, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) . The Purchaser shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission or its staff (the “SEC”) or its staff. Notwithstanding the foregoing, Parent and the Purchaser agree that if on any scheduled Expiration Date, either the Minimum Condition or the HSR Condition (as such term is defined in Annex A), is not satisfied but all of the other conditions and requirements set forth in Annex A are satisfied or, in Parent’s and the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer for up to forty (40) Business Days in the aggregate, the length of such period to be determined by the Company in its sole discretion; provided, however, that, in any case in that this Section 1.01(e), Merger Sub provision shall not require the Purchaser to extend the Offer more than twice and the Purchaser shall not be required to extend the Offer (i) beyond November 29August 15, 2013 2009 (the “Outside Date”), or (ii) at any time that Parent and shall not be permitted the Purchaser have the right to extend the Offer beyond the Outside Date without the Company’s consentterminate this Agreement pursuant to Article VII. (f) On If necessary to obtain sufficient Shares (without regard to Shares issuable upon the terms and subject to exercise of the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax Top-Up Option or Shares tendered pursuant to Section 4.02(i)guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) all shares of Common Stock validly tendered and not validly withdrawn pursuant to reach the Offer as promptly as practicable after Short Form Threshold, the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right toPurchaser may, in its sole discretion, following cause the Offer Closing, extend the Offer Purchaser to provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents Act of up to twenty (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”20). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30, 2013As promptly as practicable after the date of this Agreement (and in any event within fifteen (15) Business Days of 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 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to: (i) there being validly tendered in the Offer (and not validly withdrawn) withdrawn prior to any then then-scheduled Expiration Time that number of shares of Common Stock Shares which, together with the shares Shares beneficially owned by Parent or Merger SubSub (if any), represents at least a majority 66⅔% of the Common Stock total number of Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof), and excluding shares tendered by guaranteed delivery for which the underlying shares have not been received) (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Sub, of the other conditions and requirements set forth in Exhibit Annex A (together with the Minimum Condition, the “Offer Conditions”) (and shall not be subject to any other conditions). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to any withholding of Taxes pursuant to Section 4.02(i)the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), or to increase the Offer Price or to make any other changes in the terms and conditions of the OfferPrice; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock Shares subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit Annex A or modify or change otherwise impose any Offer Condition in a manner adverse other condition to any shareholders of the CompanyOffer, (v) except as otherwise provided in this Section 1.011.1, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the CompanyOffer. (d) The Offer shall expire at midnight (New York City, New York City time) on the a date that is 20 at least twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”); provided, that the Expiration Time shall not be prior to June 15, 2017. (e) Unless Notwithstanding anything in this Agreement has been terminated in accordance with its terms: to the contrary, but subject to the parties’ respective rights to terminate this Agreement under Article VIII, if applicable, Merger Sub (i) if on or prior to any then scheduled Expiration Timemay, all in its sole discretion, without consent of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied orCompany, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer on one or more occasions for successive periods of up to ten (10) Business Days each (or such longer period of up to 20 Business Days per extension, if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial any then-scheduled Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived, (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iiiii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law Law, any interpretation or applicable rules, regulations, interpretations or positions position of the Securities SEC, the staff thereof or the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer and Exchange Commission (iii) to the extent requested by the Company on one or its staff more occasions for periods of up to ten (10) Business Days per extension, shall extend (and re-extend) the “SEC”)Offer if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived; provided, however, that, that in any case in this Section 1.01(e), no event shall Merger Sub shall not be required to extend the Offer beyond November 29September 1, 2013 2017 (the “Outside End Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent). (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax an amount pursuant to Section 4.02(i3.2(b)(iii)) all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly soon as practicable after (and in any event no later than three (3) Business Days after) the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.011.1). Acceptance for payment of shares of Common Stock Shares pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” ”. Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) ), in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right; provided, however, that the maximum aggregate subsequent offering period with extensions shall not exceed ten (10) Business Days. Nothing contained in this Section 1.01 1.1 shall affect any termination rights in Article 9VIII, as to the Agreement, or in Annex A, as to the Offer. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, Company except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereofVIII. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall will be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly (and in any event no later than five (5) Business Days following the date of this Agreement) furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and and, immediately following such filing, disseminated to the shareholders stockholders of the Company, together with, to the extent requested by the Company, the Schedule 14D-9, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and and, immediately following such filing, disseminated to the shareholders stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other handhand and shall give the Company and its counsel a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on any response and Parent and Merger Sub shall give reasonable consideration to any such comments. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior Provided that this Agreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable (and, so long as the Company is in compliance with its obligations to August 30provide information contained in the third sentence of Section 1.1(h), 2013within seven (7) business days) after the date hereof, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the OfferOffer to purchase for cash all Shares at the Offer Price; provided, however, that if the Company is not ready to file the Schedule 14D-9 on the same date as the commencement of the Offer by such seven (7) business day deadline, then such deadline shall automatically be extended until such date at the Company is ready to file the Schedule 14D-9. (b) The obligation and right of Merger Sub Purchaser to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) withdrawn prior to any then scheduled Expiration Time that number of shares of Common Stock Shares which, together with the shares Shares then beneficially owned by Parent or Merger SubPurchaser (if any), represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)basis) (as such minimum number of Shares may be amended or waived pursuant to Section 1.1(c), the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A Annex I (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger SubPurchaser, of the other Offer Conditions, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable possible after Purchaser is legally permitted to do so after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this Agreement and the Offer. In circumstances in which the stockholders of the Company do not have the right to seek remedies at law or equity, the obligations of Parent and Purchaser under this Agreement are material to the Company’s execution of this Agreement and any withholding failure by Parent or Purchaser to comply with the terms of Taxes pursuant this Agreement shall enable the Company to Section 4.02(i)seek all remedies available at law or equity to it and on behalf of the stockholders. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes contains the terms and conditions of the Offer as set forth in this Agreement, including Agreement and the Offer Conditions. Parent and Merger Sub Purchaser expressly reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, or waive, in whole or in part, any of the Offer Conditions; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) make any changes to or otherwise amend or modify any of the Offer Conditions, or impose conditions to the Offer, that are different than or in addition to the Offer Conditions, (viiv) amend or waive the Minimum Condition, (vi) make any changes to or otherwise amend, amend or modify or supplement any of the terms of the Offer in a manner that is, or could reasonably be expected to be, adverse in any respect to any shareholder the holders of Shares, or (vii) extend or otherwise change the CompanyExpiration Time in a manner other than pursuant to and in accordance with this Agreement. (d) The Offer shall expire at midnight (New York City, New York City time) on the date that is 20 Business Days twenty (20) business days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time expiration of the Offer has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time expiration time has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this AgreementSection 8.1, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish extended from time to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case time as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.follows:

The Offer. (a) On or prior Provided that nothing shall have occurred that would give rise to August 30a right to terminate this Agreement pursuant to Article 8, 2013Buyer shall, Merger Sub shall (and Parent shall cause Merger Sub Buyer to) , use their respective reasonable best efforts to commence (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)▇▇▇▇ ▇▇▇) the Offer. , for the avoidance of doubt subject to Section 7.10, as promptly as practicable following the date of this Agreement (band in any event within twenty (20) Business Days of the date of this Agreement, provided that such period may be extended by up to an additional ten (10) Business Days if, in the sole discretion of Parent, such additional time is necessary to prepare financial information relating to the Transactions, including pro forma financial information, or to allow the Schedule TO and Registration Statement to be filed simultaneously with the SEC). The obligation obligations of Buyer to, and right of Merger Sub Parent to cause Buyer to, accept for payment payment, and pay for for, any shares of Common Stock Shares validly tendered and not validly properly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in to the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, satisfaction or waiver by Parent or Merger Sub (to the extent permitted hereby), under this Agreement) of the other conditions and requirements set forth in Exhibit A ANNEX I (together with the Minimum Condition, the “Offer Conditions”). Subject The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject to the prior satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law or this Agreement) of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub Buyer shall (and Parent shall cause Merger Sub Buyer to), at or as promptly as practicable following the Expiration Time (but in any event within three (3) consummate the Offer in accordance with its terms and Business Days thereafter), accept for payment and (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event within four (4) Business Days (which shall be calculated as set forth in Rule 14d-1(g)(3) promulgated under the ▇▇▇▇ ▇▇▇) thereafter), pay (pursuant to the procedures set forth in Section 2.13) the Offer Consideration for all shares of Common Stock each Share validly tendered and not validly properly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i). (c) The Offer shall be made by means of an offer to purchase Acceptance Time (the “Offer to Purchase”) that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the Company. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration TimeClosing”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the The date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.this

The Offer. (a) On or prior to August 30Provided 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 hereto shall have occurred and be existing, 2013, Merger Sub Purchaser shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder 1934 (the “"Exchange Act”")) the Offer as promptly as reasonably practicable following the public announcement of the execution of this Agreement, but in no event later than ten business days following the date of the execution of this Agreement. The obligation of Purchaser to accept for payment any Shares tendered shall be subject only to the satisfaction of those conditions set forth in Annex I. Parent expressly reserves the right from time to time, subject to Sections 1.1(b) and 1.1(d) hereof, to waive any such condition, to increase the Per Share Amount, or to make any other changes in the terms and conditions of the Offer. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable back-up withholding or stock transfer taxes required by law to be withheld from payments to the seller. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as hereinafter defined) will be tendered pursuant to the Offer. (b) The obligation Without the prior written consent of the Company, Parent shall not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I) other than to reduce the percentage of Shares in such condition to any percentage that is not less than a majority or (iv) impose additional conditions to the Offer or amend any other condition or term of the Offer in any manner adverse to the holders of Shares. Upon the terms and right subject to the conditions of Merger Sub the Offer, Purchaser will, and Parent will cause it to, accept for payment and purchase, as promptly as practicable after expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer that Purchaser becomes obligated to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby), of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i)Offer. (c) The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to having only the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the Company. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01)Annex I hereto. Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub Purchaser shall file with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “"Schedule TO") with respect to the Offer that will comply in all material respects with the provisions of such Schedule TO and all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and other ancillary Offer documents pursuant to which the Offer will be made (which documents, together with any supplements or amendments thereto, are referred to collectively herein as the "Offer Documents”"). The Company shall promptly furnish to Parent and Merger Sub all Purchaser agree promptly to correct the Schedule TO or the Offer Documents if and to the extent that any of them shall have become false or misleading in any material respect (and the Company, with respect to written information concerning supplied by it specifically for use in the Company required by the Exchange Act to be set forth in Schedule TO or the Offer Documents. , shall promptly notify Parent of any required corrections of such information and shall cooperate with Parent and Merger Sub Purchaser with respect to correcting such information) and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on such any Offer Documents or responsebefore they are filed with the SEC. In addition, and Parent and Merger Sub shall give Purchaser agree to use reasonable consideration efforts to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or either of their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO promptly after receipt of such comments and to consult with the Company and its counsel prior to responding to such comments. (d) The Offer to Purchase shall provide for an initial expiration date of September 25, 2002. Purchaser agrees that it shall not terminate or withdraw the Offer or extend the expiration date of the Offer pursuant to this Agreement unless at the expiration date of the Offer the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived in accordance with the terms of this Agreement; provided, however, that if, at the expiration date of the Offer (as it may be extended): (i) Parent the conditions to the Offer described in Annex I hereto (other than the Minimum Condition) shall provide not have been satisfied or cause earlier waived but are reasonably capable of being satisfied on or prior to be provided November 8, 2002, or (ii) the Minimum Condition shall not have been satisfied or, to Merger Subthe extent permitted in Section 1.1(b), on a timely basisearlier waived; Purchaser shall, from time to time extend the funds necessary expiration date of the Offer (each such individual extension not to pay for any shares exceed 10 business days (as defined in Rule 14d-1 under the Exchange Act) until the date such conditions are satisfied or earlier waived in accordance with the terms of Common Stock that Merger Sub this Agreement, and Purchaser becomes obligated to accept for payment, payment and pay for, for Shares tendered pursuant to the Offer; provided, further, that in the case of either clause (i) or (ii) above, and except as otherwise set forth in Section 8.1(e) hereof, the expiration date of the Offer shall not be extended beyond November 8, 2002, without the prior written consent of the Company and Purchaser. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the expiration date of the Offer (as it may be extended) for any period required by applicable rules and regulations of the SEC in connection with an increase in the consideration to be paid pursuant to the Offer. Purchaser may provide a "subsequent offering period" (as contemplated by, and in accordance with, Rule 14d-11 under the Exchange Act) of not less than three business days nor more than five business days following its acceptance of and payment for the Shares in the Offer.

The Offer. (a) On or prior to August 30Provided that this Agreement shall not have been terminated in accordance with Section 9.1 and none of the events set forth in Annex A hereto shall have occurred and be continuing, 2013as promptly as practicable, Merger Sub and in any event within 5 Business Days after the date hereof, Purchaser shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub Offer to accept purchase for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to cash all Shares at the Offer shall be Price, subject to: to (i) there being validly tendered in and not withdrawn prior to the expiration of the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock Shares which, together with the shares beneficially Shares then owned by Parent or Merger SubPurchaser, represents at least a majority two-thirds of the Common Stock then Shares outstanding (determined on a fully fully-diluted basis (which assumes conversion or basis, assuming the exercise of all derivative options, warrants, rights and convertible securities regardless outstanding at the time of acceptance for payment of the conversion or exercise price, Shares in the vesting schedule or other terms and conditions thereof)) Offer (the “Minimum Condition”)"MINIMUM CONDITION", and (ii) the satisfaction, satisfaction or waiver by Parent or Merger Sub (to the extent permitted hereby), of the other conditions and requirements set forth in Exhibit Annex A hereto (together with the Minimum Condition, together with the “Offer Conditions”other conditions set forth in Annex A, collectively, the "OFFER CONDITIONS"). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, Purchaser of the other Offer Conditions, Merger Sub Purchaser shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly Shares tendered and not validly withdrawn pursuant to the Offer as promptly soon as practicable after the Expiration TimePurchaser is legally permitted to do so under applicable law. The conditions obligations of Purchaser to commence the Offer and accept for payment and pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01Conditions. The Offer Price payable in respect of each share of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”"OFFER TO PURCHASE") that includes contains the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve Purchaser expressly reserves the right to waive, in whole or in part, waive any Offer Condition (other than the Minimum Condition), to increase the Offer Price or and to make any other changes in the terms and conditions of the Offer; provided, howeverPROVIDED, that unless otherwise provided by this Agreement or as previously approved in writing by without the prior written consent of the Company, Merger Sub Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer (other than by adding consideration), decrease the number of Shares sought in the Offer, amend or (vii) otherwise amendwaive the Minimum Condition, modify or supplement any of impose additional conditions to the terms of Offer, extend the Offer in a manner adverse to any shareholder of the Company. (dexcept as set forth below) The Offer shall expire at midnight (New York City, New York time) on beyond the date that is 20 Business Days following the after commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all last day of the conditions to the Offer last extension (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.012.1). Acceptance for payment , if any, of shares the Offer, whichever is later (the "EXPIRATION DATE"), or amend any condition of Common Stock pursuant to and subject the Offer in any manner adverse to the holders of the Shares; PROVIDED, HOWEVER, that (x) if on the then scheduled Expiration Date, all Offer Conditions upon the Expiration Time is referred shall not have been satisfied or waived, Purchaser may, from time 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.” Merger Sub expressly reserves the right totime, in its sole discretion, following the Offer Closing, extend the Offer for one or more periods as Purchaser may determine; PROVIDED, that no extension or extensions shall occur after the earlier to occur of (1) the date on which all Offer Conditions shall have been satisfied or waived and (2) the Termination Date, (y) Purchaser may, in its sole discretion, provide a “"subsequent offering period” (and one or more extensions thereof) " in accordance with Rule 14d-11 under the Exchange ActAct and (z) if on the then scheduled Expiration Date, and there have not been tendered at least 90% of the Offer Documents (as defined below) outstanding Shares, Purchaser may, in Merger Sub’s its sole discretion, provide for such a reservation discretion and notwithstanding the prior satisfaction of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without Conditions, extend the prior written consent Offer on one or more occasions for an aggregate period of the Companynot more than 10 Business Days; PROVIDED, except in the event that this Agreement is terminated during such extension or extensions pursuant to Article 9. If this clause (z) Purchaser shall waive the Offer is terminated or withdrawn by Merger Sub in accordance with Conditions other than the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to Minimum Condition and other than the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be conditions set forth in paragraphs (d)(i) and (d)(ii) of Annex A. In addition, Purchaser may increase the Offer Documents. Parent Price and Merger Sub agree to take all steps necessary to cause extend the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by any rule, regulation, interpretation or position of the Exchange Act. Parent and Merger Sub, on SEC or the one hand, and the Company, on the other hand, agree to promptly correct staff thereof or any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise period required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Companylaw, in each case as in its sole discretion and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of without the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments's consent. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30, 2013, Merger Sub shall As promptly as practicable (and in any event within ten Business Days after the date of this Agreement, as such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(h) or other information required from Representatives of the Company or Parent is delayed), the Purchaser shall cause Merger Sub to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act Act, the Offer to purchase all the outstanding Shares at the Offer Price. The consummation of 1934, as amendedthe Offer, and the rules and regulations promulgated thereunder (obligation of the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub Purchaser to accept for payment and pay for any shares of Common Stock validly Shares tendered and not validly withdrawn pursuant to the Offer Offer, shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) properly withdrawn prior to any then scheduled the Expiration Time Date that number of shares of Common Stock Shares which, together with the shares beneficially number of Shares (if any) then owned by Parent or Merger Subany of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless basis) and no less than a majority of the conversion voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or exercise price, the vesting schedule or other terms and conditions thereof)satisfaction of such guarantee) (collectively, the “Minimum Condition”), ) and (ii) the satisfaction, or waiver by Parent or Merger Sub the Purchaser (to the extent permitted herebyin Annex I), of the other conditions and requirements set forth in Exhibit A (together with the Minimum ConditionAnnex I. Subject to this Section 1.1 and Annex I, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition conditions and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions requirements to the Offer set forth in Exhibit A Annex I are for the sole benefit of Parent and Merger Sub the Purchaser and may be asserted by Parent or Merger Sub the Purchaser regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Subthe Purchaser, in their its sole discretion, in whole or in part at any time and from time to time. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, subject or waiver by the Purchaser (to this Section 1.01the extent permitted by Annex I), of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, accept for exchange and exchange all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable and in any event not more than two Business Days after the first Expiration Date upon which such conditions are satisfied or waived. The Offer Price payable to be exchanged in respect of each share of Common Stock Share validly tendered and not validly properly withdrawn pursuant to the Offer shall be paid net to the seller in cashexchanged, without interest, subject to any withholding of Taxes pursuant required by applicable Law. To the extent any such amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to Section 4.02(ithe Person to whom such amounts would otherwise have been paid. No fraction of a share of Parent Common Stock will be issued by virtue of the Offer, no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of any such fractional share, each holder of Shares who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Shares, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on NASDAQ on the date the Acceptance Time occurs. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in accordance with this Agreement, including the Offer Conditions. Parent Minimum Condition and Merger Sub reserve the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided contemplated by this Agreement or as previously approved in writing by the CompanyCompany in writing, Merger Sub the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer (other than adding consideration), (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition or the conditions set forth in clauses (b), (c) and (d) of Annex I, (v) add to or amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner that is material and adverse to the holders of Shares, (vi) except as provided in Section 1.1(e), extend the Offer or (vii) otherwise amendamend the Offer in any manner that is material and adverse to the holder of Shares. Notwithstanding anything to the contrary in this Agreement, modify the Offer Price (including the Per Share Exchange Ratio) shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or supplement distribution of securities convertible into, as applicable, Shares or shares of Parent Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares or shares of Parent Common Stock, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this sentence shall be construed to permit the Company to take any of action with respect to its securities that is prohibited by the terms of the Offer in a manner adverse to any shareholder of the Companythis Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at midnight (New York City, New York City time) on the later of (i) date that is 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) of and (ii) one Business Day after the Offer No-Shop Period Start Date (such date and time, the “Initial Expiration TimeDate”) or, in the event if the Initial Expiration Time Date has been extended pursuant to as required by or otherwise in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if If on or prior to any then scheduled Expiration TimeDate, all of the conditions any condition to the Offer (including the Minimum Condition and the other Offer Conditionsconditions and requirements set forth in Annex I) have has not been satisfied satisfied, or, to the extent waivable where permitted by Parent or Merger Sub pursuant to applicable Law and this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension)Purchaser, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer on one occasion or more occasions, for a period successive periods of up to seven 20 Business Days if requested each, until the satisfaction or, where permitted by applicable Law and this Agreement, waiver by the Company; (ii) Merger Sub may (and in Purchaser of each such case Parent shall cause Merger Sub to) extend condition. In addition, the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case ) or its staff. Notwithstanding anything to the contrary in this Section 1.01(e)Agreement, Merger Sub the Purchaser shall not be required to extend the Offer for any reason beyond November 29October 30, 2012; provided however, that if, as of such date, all conditions set forth in Annex I have been satisfied other than either (i) obtaining the Required Governmental Approval or (ii) both obtaining the Required Governmental Approval and satisfying the Minimum Condition, then (A) either Parent or the Company may, in its sole discretion and pursuant to written notice to the other party no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for three months starting on October 31, 2012 and ending on January 31, 2013 and (B) thereafter, Parent may, in its sole discretion and pursuant to written notice to the Company no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for an additional three months starting on February 1, 2013 and ending on ­April 30, 2013 (thereafter, the last date of each such additional three-month period shall for all purposes of this Agreement be the “Outside Date”) and solely to satisfy such condition(s); provided further that in no event shall not be permitted to extend the Offer beyond the Outside Date without Date, if and as extended pursuant to this Section 1.1(e) extend past April 30, 2013. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the Company’s consentright of Parent or the Company to terminate this Agreement pursuant to ARTICLE 7 hereof. (f) On If necessary to obtain sufficient Shares to reach the terms and Short Form Threshold (without regard to the exercise of the Top-Up Option, but subject to the conditions of this AgreementPurchaser’s obligations under Section 1.7(b)), Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right toPurchaser may, in its sole discretion, following the Offer Closing, extend the Offer provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act; provided, that, the Purchaser has complied with its obligations to accept for exchange and exchange tendered Shares in accordance with Section 1.1(b). Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for exchange and exchange all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents (as defined below) may, in Merger Sub’s sole discretion, will provide for such the possibility of a reservation “subsequent offering period” in a manner consistent with the terms of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 91.1(f). (g) Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Time Date without the prior written consent of the Company, except in the event that if this Agreement is terminated pursuant to Article 9ARTICLE 7. If this Agreement is terminated pursuant to ARTICLE 7, the Purchaser shall promptly (and in any event within 48 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this AgreementPurchaser, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment exchange of the Common Stock tendered Shares in the Offer, Merger Sub the Purchaser shall promptly return, and shall cause any depository depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall (i) file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO , which shall include, as exhibits, the Offer to Purchase and Purchase, a form of letter of transmittal and a form of summary advertisement, if any advertisement and (such Schedule TO ii) file with the SEC a registration statement on Form S-4 (or similar successor form) to register the offer and sale of the Parent Common Stock pursuant to the Offer and the documents included therein pursuant to Merger (including amendments or supplements thereto, the “Registration Statement”), which Registration Statement shall include a preliminary prospectus containing the Offer shall be madeinformation required under Rule 14d-4(b) promulgated under the Exchange Act (collectively, together with any amendments amendments, supplements and supplements exhibits thereto, the “Offer Documents”). Parent shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof with the SEC and to keep the Registration Statement effective as long as necessary to complete the Offer and the Merger. The Purchaser shall provide guaranteed delivery procedures for the tender of Shares in the Offer. The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Securities Act and the Exchange Act. The Company shall promptly furnish to Parent and Merger Sub the Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or the Exchange Act to be set forth Purchaser for inclusion in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger SubThe Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent , and Merger Sub further agree to take all steps necessary the Purchaser agrees to cause the Offer Documents, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Securities Act or the Exchange Act. Parent The Company and Merger Sub its counsel shall promptly notify be given a reasonable opportunity to review the Company upon the receipt of any comments from Offer Documents before they are filed with the SEC, or any request from and the SEC for amendments or supplements, Purchaser shall give due consideration to the Offer Documentsreasonable additions, and shall promptly provide deletions or changes suggested thereto by the Company with copies of all correspondence between them and their representativesits counsel. In addition, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and comment on such Offer Documents or response, and Parent and Merger Sub the Purchaser shall give reasonable due consideration to any such commentsthe reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On Provided that this Agreement shall not have been terminated in accordance with Article 9, as promptly as practicable after the date hereof (but in no event later than October 4, 2013 or prior such other date as may be agreed to August 30, 2013by Parent and the Company (the "Commencement Date")), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be solely subject to: to (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, Shares which represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “"Minimum Condition”), ") and (ii) the satisfaction, satisfaction or waiver by Parent or Merger Sub (to the extent permitted hereby), ) of the other conditions and requirements set forth in Exhibit Annex A (together with the Minimum Condition, the “"Offer Conditions”"). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, satisfaction or waiver by Parent or Merger Sub, Sub of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit Annex A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.012.1. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i4.2(g). (c) The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not not: (i) reduce the number of shares of Common Stock Shares subject to the Offer, ; (ii) reduce the Offer Price, ; (iii) change, modify or waive the Minimum Condition, ; (iv) add to the conditions set forth in Exhibit Annex A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, Shareholders; (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer Offer; or (viivi) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the CompanyShareholder. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “"Initial Expiration Time”") or, in the event the Initial Expiration Time has been extended pursuant to as permitted or required by this Agreement, the date and time to which the Offer has been so extended or re-extended (the Initial Expiration Time, or such later date and time to which as so extended, the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “"Expiration Time”"). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may shall (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission SEC or its staff staff; and (iii) upon notice to the “SEC”)Company, Merger Sub may, at its option on one occasion extend the Expiration Time for up to ten Business Days; provided, however, that, in any case in this Section 1.01(e2.1(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) Termination Date and shall not be permitted to extend the Offer beyond the Outside Termination Date without the Company’s 's consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i4.2(g)) all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.012.1). Acceptance for payment of shares of Common Stock Shares pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” " Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “"subsequent offering period” " (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s 's sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 2.1 shall affect any termination rights in Article 9. (g) Merger Sub shall not, and Parent shall not permit Merger Sub to, terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that date on which this Agreement is has been terminated pursuant to in accordance with Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock Shares tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the OfferCommencement Date, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “"Schedule TO”"). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “"Offer Documents”"). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the CompanyShareholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the CompanyShareholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the CompanyShareholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock Shares that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the OfferOffer and this Agreement.

The Offer. (a) On or prior Provided that this Agreement shall not have been terminated pursuant to August 30Article VI, 2013, Merger Sub Offeror shall (and Parent shall cause Merger Sub to) use its reasonable best efforts to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the OfferOffer as promptly as practicable (but in any event within ten (10) Business Days) after the date hereof. (b) The obligation and right of Merger Sub Offeror to accept for payment and pay for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to Offeror in accordance with the extent permitted hereby)terms hereof, of the other conditions and requirements set forth in Exhibit A (together A, as such conditions may be modified in accordance with the Minimum Condition, this Agreement ( the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger SubOfferor in accordance with the terms hereof, of the other Offer ConditionsConditions as of the Expiration Time, Merger Sub Offeror shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions , subject to the Offer set forth in Exhibit A are for the sole benefit of Parent Cap and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.011.01(f). The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller sellers in cash, without interest, interest (subject to any withholding of Taxes tax pursuant to Section 4.02(i1.05), on the terms and subject to the conditions set forth in this Agreement as soon as practicable after the Expiration Time (as the same may be extended or required to be extended). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve Offeror expressly reserves the right (in its sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub Offeror shall not (i) reduce the number Offer Price or change the form of shares of Common Stock subject to consideration payable in the OfferOffer (other than by adding consideration), (ii) reduce change or modify the Offer PriceCap, (iii) change, modify or waive add to the Minimum ConditionOffer Conditions, (iv) add to waive, modify or change the conditions Offer Conditions set forth in paragraphs (a), (b), (d) or (f) of Exhibit A or A, (v) waive, modify or change any other Offer Condition in a any manner adverse to any shareholders of the Company, (vvi) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the other terms of the Offer in a manner adverse to any shareholder of the Company. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30Provided that this Agreement shall not have been terminated in accordance with ARTICLE 7, 2013as promptly as practicable (and in any event within ten (10) Business Days) after the date hereof, Merger Sub the Purchaser shall (and the Parent shall cause Merger Sub the Purchaser to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act Act, the Offer to purchase for cash all Shares at the Offer Price. The consummation of 1934, as amendedthe Offer, and the rules and regulations promulgated thereunder (obligation of the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub Purchaser to accept for payment and pay for any shares of Common Stock validly Shares tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (in the aggregate) and not validly withdrawn) properly withdrawn prior to any then scheduled the Expiration Time Date that number of shares of Common Stock Shares which, together with the shares beneficially number of Shares (if any) then owned of record by the Parent or Merger Subany of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which the Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority seventy five percent (75%) of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)basis) (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. Annex I. The conditions and requirements to the Offer set forth in Exhibit A Annex I are for the sole benefit of Parent and Merger Sub the Purchaser and may be asserted by Parent or Merger Sub the Purchaser regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Subthe Purchaser, in their its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.011.1. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser of the other conditions and requirements set forth in Annex I, the Purchaser shall accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable (and in any event within three (3) Business Days) after the Expiration Date. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. The date of payment for Shares accepted for payment pursuant to Section 4.02(i)the terms, and subject to the conditions of the Offer, is referred to herein as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to herein as the “Offer Closing Date.” (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in accordance with this Agreement, including the Offer Conditions. Parent Minimum Condition and Merger Sub reserve the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, the Purchaser expressly reserves the right to waive, (in whole or in part, any Offer Condition (other than the Minimum Condition), its sole discretion) to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by except with the prior written approval of the Company, Merger Sub the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) changereduce the maximum number of Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (ivv) add amend any of the other conditions to the conditions Offer set forth in Exhibit A or modify or change any Offer Condition Annex I in a manner adverse to any shareholders the holders of the CompanyShares, (vvi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as otherwise provided in this Section 1.011.1(e), terminate, accelerate, extend or otherwise change modify or amend the expiration date of the OfferExpiration Date, (vi) change the form of consideration payable in the Offer or (viiviii) otherwise amend, modify or supplement amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares. For the avoidance of doubt, in no event shall any shareholder waiver by the Parent or the Purchaser of any condition to the Offer (other than the Minimum Condition) in accordance with the terms of this Agreement be deemed to be a modification or amendment of the CompanyOffer that is adverse to the holders of Shares. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 12:00 midnight (New York City, New York City time) on the date that is 20 twenty (20) Business Days following the commencement of the Offer (within the meaning of determined using Rule 14d-2 14d-1(g)(3) promulgated under the Exchange Act) of the Offer (such date and time, the “Initial Expiration TimeDate”) or, in the event if the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to If at any then scheduled Expiration TimeDate, all any of the conditions to the Offer (including the Minimum Condition and the other Offer Conditionsconditions and requirements set forth in Annex I) have not been satisfied orsatisfied, or waived (to the extent waivable permitted by Parent or Merger Sub pursuant to the terms of this AgreementAgreement and applicable Law) by the Purchaser, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent the Purchaser shall cause Merger Sub to) extend the Offer for successive periods of up to ten twenty (20) Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension)each, the length of each such period to be determined by Parent the Purchaser in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that the Purchaser shall not be required to extend, and (B) shall (and Parent shall cause Merger Sub to) not extend without the consent of the Company, the Offer on one occasion for a period of up to seven Business Days if requested by (i) except in the Company; circumstances described in clause (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend below, beyond the Initial Outside Date if any condition to the Offer on one occasion has not been satisfied at or prior to the Initial Expiration Time for a period Outside Date or (ii) beyond the Extended Outside Date in the event that on the Initial Outside Date, one or both of up to ten Business Days if the Debt Financing HSR Condition and the Other Governmental Approvals Condition have not been satisfied, or Alternative Financing has not actually been received waived by Merger Sub or Parentthe Purchaser, and all of the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available other conditions to the Company) to consummate Offer have been satisfied, or waived by the Offer and Purchaser (excluding the Merger shall be available at Minimum Condition, the Offer Closing on the terms condition set forth in clause (d)(i) or (d)(ii) of Annex I (solely, with respect to clauses (d)(i) or (d)(ii), as a result of any suit, action or proceeding of a Governmental Entity seeking to restrain or prohibit the Debt Financing Letter and subject only to the satisfaction consummation of the Offer Conditions (or the Merger under any Competition Law) and contribution by Parent or Merger Sub the delivery of the proceeds certificate required by clause (d)(vi) of Annex I). In addition, notwithstanding anything to the Equity Financing); and (iii) Merger Sub contrary in the prior sentence, the Purchaser shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case ) or its staff. Notwithstanding anything in this Section 1.01(e)1.1(e) to the contrary, Merger Sub in no event shall not the Purchaser be required to extend the Offer beyond November 29, 2013 (any then scheduled Expiration Date in the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without event that the Company’s consent, the Parent or the Purchaser receives a Second Request. (f) On If necessary to obtain sufficient Shares to reach the terms and subject to Short Form Threshold (assuming full exercise of the conditions of this AgreementTop-Up Option), Merger Sub shallthe Purchaser may provide, and Parent shall cause Merger Sub toprovide if requested by the Company, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of not less than three (3) or more than five (5) Business Days each (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act). Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during each such “subsequent offering period.” The Offer Documents (as defined below) may, in Merger Sub’s sole discretion, will provide for such the possibility of a reservation “subsequent offering period” in a manner consistent with the terms of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 91.1(f) and Rule 14d-11 under the Exchange Act. (g) Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Time Date without the prior written consent of the Company, except if this Agreement has been terminated in the event that accordance with ARTICLE 7. If this Agreement is terminated pursuant to Article 9in accordance with ARTICLE 7, the Purchaser shall (and the Parent shall cause the Purchaser to) promptly (and in any event within seventy two (72) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this AgreementPurchaser, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment purchase of the Common Stock tendered Shares in the Offer, Merger Sub the Purchaser shall (and the Parent shall cause the Purchaser to) promptly return, and shall cause any depository depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereofthereof and the Purchaser shall not (and the Parent shall cause the Purchaser not to) accept any Shares pursuant to the Offer. (h) As soon as practicable on the date of the commencement of the Offer, the Parent and Merger Sub the Purchaser shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and Purchase, a form of letter of transmittal and a form of summary advertisement, if any advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall be madecollectively, together with any amendments amendments, supplements and supplements exhibits thereto, the “Offer Documents”). The Company Purchaser may, but shall promptly furnish to not be required to, provide guaranteed delivery procedures for the tender of Shares in the Offer; provided, however, if the Purchaser provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, the Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth Purchaser shall include for purposes of its determination thereof Shares tendered in the Offer Documentspursuant to guaranteed delivery procedures if and only if Shares have been delivered pursuant to such guarantees as of the Expiration Date. The Parent and Merger Sub the Purchaser agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by federal securities Laws, including the Exchange Act. The Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any material information provided by it for use in the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent , and Merger Sub further agree to take all steps necessary the Purchaser agrees to cause the Offer Documents, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case case, as and to the extent required by the Exchange Act. Parent The Company and Merger Sub its counsel shall promptly notify be given a reasonable opportunity to review the Company upon Schedule TO and the receipt of any comments from Offer Documents before they are filed with the SEC, or any request from and the SEC for amendments or supplements, Parent and the Purchaser shall give due consideration to the Offer Documentsreasonable additions, and shall promptly provide deletions or changes suggested thereto by the Company with copies of all correspondence between them and their representativesits counsel. In addition, on the one hand, Parent and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Parent and the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and comment on such Offer Documents or response, and the Parent and Merger Sub the Purchaser shall give reasonable due consideration to any such commentsthe reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basisIf at any time after the Company, the funds Parent or the Purchaser receives a Second Request, the Purchaser elects not to extend the Offer and at the then scheduled Expiration Date, one or both of the HSR Condition and the Other Governmental Approvals Condition has not been satisfied or waived, the Purchaser shall irrevocably and unconditionally terminate the Offer at the then scheduled Expiration Date concurrently with the expiration of the Offer. The termination of the Offer pursuant to this Section 1.1(i) is referred to in this Agreement as the “Offer Termination.” Promptly following the Offer Termination, the Company shall proceed with and take all actions necessary to pay for any shares hold the Special Meeting in accordance with the terms of Common Stock this Agreement. The parties hereto acknowledge and agree that Merger Sub becomes obligated the Offer Termination shall not give rise to accept for paymenta right of termination of this Agreement, and pay for, pursuant except to the Offerextent expressly provided for in Section 7.1 and that, absent such termination of this Agreement, the obligations of the parties hereunder other than those related to the Offer shall continue to remain in effect, including those obligations with respect to the Merger.

The Offer. (a) On or prior to August 30Provided that this Agreement shall not have been terminated in accordance with Section 8.1, 2013as promptly as practicable (and in any event within ten (10) business days) after the date hereof, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the OfferOffer to purchase (subject to the Minimum Condition) any and all of the Company Shares at a price per share equal to the Offer Price. (b) The obligation and right of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any shares of Common Stock Company Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior only to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)or Parent, of the other conditions and requirements set forth in Exhibit Annex A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent Merger Sub or Merger SubParent, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for as promptly as practicable after the Expiration Date all shares of Common Stock Company Shares validly tendered and not validly withdrawn pursuant to the Offer (the time of such acceptance for payment, the “Acceptance Time”) and as promptly as practicable (and in any event within three (3) business days) after the Expiration Time. The conditions to Date, and in any event in compliance with Rule 14e-1(c) under the Offer set forth in Exhibit A are Exchange Act, pay for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability all such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01Company Shares. The Offer Price payable in respect of each share of Common Stock Company Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller of such Company Share in cash, without interest, subject to any the deduction or withholding of any Taxes pursuant to as contemplated in Section 4.02(i). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition3.2(g), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the Company. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of set forth in this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance The time scheduled for payment of shares of Common Stock for Company Shares accepted for payment pursuant to and subject to the conditions of the Offer Conditions upon the Expiration Time 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.” ” (c) The Offer shall be made by means of an offer to purchase that describes the terms and conditions of the Offer as set forth in this Agreement (the “Offer to Purchase”). Merger Sub and Parent expressly reserves reserve the right toto waive (in whole or in part) any Offer Condition at any time and from time to time, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the number of Company Shares sought to be purchased in the Offer, (iv) amend or modify any of the terms of the Offer, including any of the Offer Conditions, in its sole discretion, following a manner that is adverse to the holders of Company Shares or impose any condition to the Offer Closingin addition to the Offer Conditions, (v) amend, modify or waive the Minimum Condition, or (vi) extend or otherwise change any time period for the performance of any obligation of Merger Sub or Parent (including the Expiration Date) in a manner other than pursuant to and in accordance with this Agreement. (d) Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at midnight (New York City time) on the date that is twenty (20) business days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer (such initial expiration date of the Offer or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Article VIII, (i) if, as of the then-scheduled Expiration Date, the Minimum Condition shall have been satisfied and any Offer Condition other than the Minimum Condition shall not have been satisfied or waived, then the Offer shall automatically be extended beyond the then-scheduled Expiration Date for one or more successive increments of ten (10) business days each; (ii) if, as of the then-scheduled Expiration Date, the Minimum 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 beyond the then-scheduled Expiration Date for a “subsequent offering period” (and one or more extensions thereofsuccessive increments of five (5) business days each; and (iii) Merger Sub shall have the right in accordance with Rule 14d-11 under its sole discretion to extend the Exchange ActOffer beyond any then-scheduled Expiration Date for one or more consecutive increments of up to five (5) business days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) if (A) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Expiration Date, but subject to the satisfaction or waiver of such conditions) and (B) the Debt Financing has not actually been received by Merger Sub or Parent as of the then-scheduled Expiration Date; provided, however, in the case of each of clauses (i) through (iii) above, that, subject to Section 1.1(e), Merger Sub may, but shall not be required to, and Parent may, but shall not be required to cause Merger Sub to, extend the Offer Documents beyond the Walk-Away Date (for the avoidance of doubt, as defined below) maysuch date may be extended pursuant to Section 8.1(b)(i)). Notwithstanding anything herein to the contrary, Merger Sub shall, without the written consent of the Company, extend and re-extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, any rule or regulation of The NASDAQ Global Market, or any other applicable Law, in Merger Sub’s sole discretioneach case, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9applicable to the Offer. (ge) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time Date without the prior written consent of the Company, except in the event of a termination of this Agreement permitted in accordance with the terms of Section 8.1. In the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the OfferSection 8.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly return(and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, not acquire any Company Shares pursuant thereto, and shall cause any depository depositary acting on its behalf of Merger Sub to return, promptly return in accordance with applicable Law, Law all tendered Common Stock Company Shares to the registered holders thereof. (hf) As soon as practicable on the date of On the commencement date of the Offer, Parent and Merger Sub and Parent shall (i) file or cause to be filed with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits) that will contain or incorporate by reference the related Offer to Purchase, the Offer to Purchase and a form of the related letter of transmittal transmittal, the summary advertisement and summary advertisement, if any (such Schedule TO and the other ancillary Offer documents included therein pursuant to which the Offer shall will be mademade and instruments pursuant to which the Offer will be made (collectively, and together with any all exhibits, amendments and supplements thereto, the “Offer Documents”); and (ii) cause the Schedule TO and related Offer Documents to be disseminated to holders of Company Shares in accordance with applicable federal securities Laws. The Company shall promptly furnish to Parent and Merger Sub and Parent in writing all information concerning the Company and its stockholders that is required by the Exchange Act applicable Law to be set forth in the Offer DocumentsDocuments or reasonably requested in connection with any action contemplated by this Section 1.1(f). Parent The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, and Merger Sub agree and Parent shall give reasonable and good faith consideration to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required any comments made by the Exchange ActCompany and its counsel. Parent and Each of Merger Sub, on the one hand, Parent and the Company, on the other hand, agree Company agrees to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub and Parent further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected (if applicable), ) to be filed with the SEC and disseminated to the shareholders holders of the CompanyCompany Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the Upon receipt of any written or oral comments by Merger Sub, Parent or their counsel from the SECSEC or its staff with respect to the Offer Documents, or any request from the SEC or its staff for amendments or supplements, supplements to the Offer Documents, Merger Sub and shall Parent agree to (i) to the extent permitted by applicable Law, promptly provide the Company and its counsel with copies a copy of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing any such written comments or requests (or a description of the Offer Documents any material oral comments or requests); (including any amendments or supplements theretoii) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or responseany proposed response thereto, and Parent and Merger Sub shall to give reasonable and good faith consideration to any such commentscomments made by the Company and its counsel; (iii) provide the Company and its counsel an opportunity to participate with Merger Sub, Parent or their counsel in any material discussions or meetings with the SEC or its staff; and (iv) provide the Company with copies of any written comments or responses submitted by Merger Sub and Parent in response thereto. Merger Sub and Parent shall respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect the Offer Documents or any request from the SEC or its staff for amendments or supplements to the Offer Documents. (ig) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like change with respect to the Company Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of Company Shares tendered in the Offer, and such adjustment to the Offer Price shall provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such action, and shall as so adjusted from and after the date of such event, be the Offer Price; provided, however, that no such adjustment shall be made to reflect the issuance of additional Company Shares as a result of Parent’s and Merger Sub’s acquisition of Company Shares tendered in the Offer; and provided, further, however, that nothing in this Section 1.1(g) shall be construed to permit the Company to take any action with respect to the Company Shares that is prohibited by the terms of this Agreement. (h) Subject in all respects to the other terms and conditions of this Agreement and the Offer Conditions, Parent shall provide or cause to be provided to Merger Sub, Sub on a timely basis, basis all of the funds necessary to pay for purchase any shares of Common Stock Company Shares that Merger Sub becomes obligated to accept for payment, and pay for, purchase pursuant to the OfferOffer and shall cause Merger Sub to perform on a timely basis all of Merger Sub’s obligations under this Agreement.

The Offer. (a) On or prior to August 30, 2013, Merger Sub shall As promptly as practicable (and in any event within ten Business Days after the date of this Agreement, as such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(h) or other information required from Representatives of the Company or Parent is delayed), the Purchaser shall cause Merger Sub to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act Act, the Offer to purchase all the outstanding Shares at the Offer Price. The consummation of 1934, as amendedthe Offer, and the rules and regulations promulgated thereunder (obligation of the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub Purchaser to accept for payment and pay for any shares of Common Stock validly Shares tendered and not validly withdrawn pursuant to the Offer Offer, shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) properly withdrawn prior to any then scheduled the Expiration Time Date that number of shares of Common Stock Shares which, together with the shares beneficially number of Shares (if any) then owned by Parent or Merger Subany of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless basis) and no less than a majority of the conversion voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or exercise price, the vesting schedule or other terms and conditions thereof)satisfaction of such guarantee) (collectively, the “Minimum Condition”), ) and (ii) the satisfaction, or waiver by Parent or Merger Sub the Purchaser (to the extent permitted herebyin Annex I), of the other conditions and requirements set forth in Exhibit A (together with the Minimum ConditionAnnex I. Subject to this Section 1.1 and Annex I, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition conditions and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions requirements to the Offer set forth in Exhibit A Annex I are for the sole benefit of Parent and Merger Sub the Purchaser and may be asserted by Parent or Merger Sub the Purchaser regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Subthe Purchaser, in their its sole discretion, in whole or in part at any time and from time to time. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, subject or waiver by the Purchaser (to this Section 1.01the extent permitted by Annex I), of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, accept for exchange and exchange all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable and in any event not more than two Business Days after the first Expiration Date upon which such conditions are satisfied or waived. The Offer Price payable to be exchanged in respect of each share of Common Stock Share validly tendered and not validly properly withdrawn pursuant to the Offer shall be paid net to the seller in cashexchanged, without interest, subject to any withholding of Taxes pursuant required by applicable Law. To the extent any such amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to Section 4.02(ithe Person to whom such amounts would otherwise have been paid. No fraction of a share of Parent Common Stock will be issued by virtue of the Offer, no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of any such fractional share, each holder of Shares who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Shares, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on NASDAQ on the date the Acceptance Time occurs. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in accordance with this Agreement, including the Offer Conditions. Parent Minimum Condition and Merger Sub reserve the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided contemplated by this Agreement or as previously approved in writing by the CompanyCompany in writing, Merger Sub the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer (other than adding consideration), (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition or the conditions set forth in clauses (b), (c) and (d) of Annex I, (v) add to or amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner that is material and adverse to the holders of Shares, (vi) except as provided in Section 1.1(e), extend the Offer or (vii) otherwise amendamend the Offer in any manner that is material and adverse to the holder of Shares. Notwithstanding anything to the contrary in this Agreement, modify the Offer Price (including the Per Share Exchange Ratio) shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or supplement distribution of securities convertible into, as applicable, Shares or shares of Parent Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares or shares of Parent Common Stock, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this sentence shall be construed to permit the Company to take any of action with respect to its securities that is prohibited by the terms of the Offer in a manner adverse to any shareholder of the Companythis Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at midnight (New York City, New York City time) on the later of (i) date that is 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) of and (ii) one Business Day after the Offer No-Shop Period Start Date (such date and time, the “Initial Expiration TimeDate”) or, in the event if the Initial Expiration Time Date has been extended pursuant to as required by or otherwise in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if If on or prior to any then scheduled Expiration TimeDate, all of the conditions any condition to the Offer (including the Minimum Condition and the other Offer Conditionsconditions and requirements set forth in Annex I) have has not been satisfied satisfied, or, to the extent waivable where permitted by Parent or Merger Sub pursuant to applicable Law and this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension)Purchaser, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer on one occasion or more occasions, for a period successive periods of up to seven 20 Business Days if requested each, until the satisfaction or, where permitted by applicable Law and this Agreement, waiver by the Company; (ii) Merger Sub may (and in Purchaser of each such case Parent shall cause Merger Sub to) extend condition. In addition, the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case ) or its staff. Notwithstanding anything to the contrary in this Section 1.01(e)Agreement, Merger Sub the Purchaser shall not be required to extend the Offer for any reason beyond November 29October 30, 2012; provided however, that if, as of such date, all conditions set forth in Annex I have been satisfied other than either (i) obtaining the Required Governmental Approval or (ii) both obtaining the Required Governmental Approval and satisfying the Minimum Condition, then (A) either Parent or the Company may, in its sole discretion and pursuant to written notice to the other party no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for three months starting on October 31, 2012 and ending on January 31, 2013 and (B) thereafter, Parent may, in its sole discretion and pursuant to written notice to the Company no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for an additional three months starting on February 1, 2013 and ending on April 30, 2013 (thereafter, the last date of each such additional three- month period shall for all purposes of this Agreement be the “Outside Date”) and solely to satisfy such condition(s); provided further that in no event shall not be permitted to extend the Offer beyond the Outside Date without Date, if and as extended pursuant to this Section 1.1(e) extend past April 30, 2013. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the Company’s consentright of Parent or the Company to terminate this Agreement pursuant to Article 7 hereof. (f) On If necessary to obtain sufficient Shares to reach the terms and Short Form Threshold (without regard to the exercise of the Top-Up Option, but subject to the conditions of this AgreementPurchaser’s obligations under Section 1.7(b)), Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right toPurchaser may, in its sole discretion, following the Offer Closing, extend the Offer provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act; provided, that, the Purchaser has complied with its obligations to accept for exchange and exchange tendered Shares in accordance with Section 1.1(b). Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for exchange and exchange all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents (as defined below) may, in Merger Sub’s sole discretion, will provide for such the possibility of a reservation “subsequent offering period” in a manner consistent with the terms of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 91.1(f). (g) Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Time Date without the prior written consent of the Company, except in the event that if this Agreement is terminated pursuant to Article 97. If this Agreement is terminated pursuant to Article 7, the Purchaser shall promptly (and in any event within 48 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this AgreementPurchaser, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment exchange of the Common Stock tendered Shares in the Offer, Merger Sub the Purchaser shall promptly return, and shall cause any depository depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall (i) file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO , which shall include, as exhibits, the Offer to Purchase and Purchase, a form of letter of transmittal and a form of summary advertisement, if any advertisement and (such Schedule TO ii) file with the SEC a registration statement on Form S-4 (or similar successor form) to register the offer and sale of the Parent Common Stock pursuant to the Offer and the documents included therein pursuant to Merger (including amendments or supplements thereto, the “Registration Statement”), which Registration Statement shall include a preliminary prospectus containing the Offer shall be madeinformation required under Rule 14d-4(b) promulgated under the Exchange Act (collectively, together with any amendments amendments, supplements and supplements exhibits thereto, the “Offer Documents”). Parent shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof with the SEC and to keep the Registration Statement effective as long as necessary to complete the Offer and the Merger. The Purchaser shall provide guaranteed delivery procedures for the tender of Shares in the Offer. The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Securities Act and the Exchange Act. The Company shall promptly furnish to Parent and Merger Sub the Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or the Exchange Act to be set forth Purchaser for inclusion in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger SubThe Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent , and Merger Sub further agree to take all steps necessary the Purchaser agrees to cause the Offer Documents, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Securities Act or the Exchange Act. Parent The Company and Merger Sub its counsel shall promptly notify be given a reasonable opportunity to review the Company upon the receipt of any comments from Offer Documents before they are filed with the SEC, or any request from and the SEC for amendments or supplements, Purchaser shall give due consideration to the Offer Documentsreasonable additions, and shall promptly provide deletions or changes suggested thereto by the Company with copies of all correspondence between them and their representativesits counsel. In addition, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and comment on such Offer Documents or response, and Parent and Merger Sub the Purchaser shall give reasonable due consideration to any such commentsthe reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30Provided that this Agreement shall not have been terminated in accordance with Section 8.1, 2013as promptly as practicable (and in any event within ten (10) business days) after the date hereof, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub Purchaser to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) withdrawn prior to any then scheduled Expiration Time that number of shares of Common Stock Shares which, together with the shares Shares then beneficially owned by Parent or Merger SubPurchaser (if any), represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)basis) (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A Annex I (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger SubPurchaser, of the other Offer Conditions, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to any withholding of Taxes pursuant to Section 4.02(i)the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub Purchaser expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend or modify any of the Offer Conditions in a manner that is adverse to the holders of Shares or impose conditions to the Offer that are different than or in addition to the Offer Conditions, (viiv) otherwise amendamend or waive the Minimum Condition, (vi) amend or modify or supplement any of the terms of the Offer in a manner that is adverse to any shareholder the holders of the Company. Shares or (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub tovii) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after otherwise change the Expiration Time (as it may be extended in a manner other than pursuant to and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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 DateAgreement.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) On or prior to August 30Provided that this Agreement shall not have been terminated in accordance with Section 8.1, 2013as promptly as practicable (and in any event within ten (10) business days) after the date hereof, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub Purchaser to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) withdrawn prior to any then scheduled Expiration Time that number of shares of Common Stock Shares which, together with the shares Shares then beneficially owned by Parent or Merger SubPurchaser (if any), represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)basis) (the “Minimum Condition”), ; and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A Annex I (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger SubPurchaser, of the other Offer Conditions, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to any withholding of Taxes pursuant to Section 4.02(i)the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub Purchaser expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend or modify any of the Offer Conditions in a manner that is adverse to the holders of Shares or impose conditions to the Offer that are different than or in addition to the Offer Conditions, (viiv) otherwise amendamend or waive the Minimum Condition, (vi) amend or modify or supplement any of the terms of the Offer in a manner that is adverse to any shareholder the holders of Shares or (vii) extend or otherwise change the CompanyExpiration Time in a manner other than pursuant to and in accordance with this Agreement. (d) The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City, New York City time) on the date that is 20 Business Days twenty (20) business days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish extended from time to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case time only as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.follows:

The Offer. (a) On Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1, (ii) the Company is prepared (in accordance with Section 2.2(b)) to file the Schedule 14D-9 on the same date as the Purchaser commences the Offer and (iii) none of the events set forth in clauses (i) through (vii) of Annex I shall have occurred or prior to August 30be continuing, 2013as promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder 1934 (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to , the Offer shall be to purchase all the outstanding Shares at the Offer Price, subject to: (i) the condition that there being validly tendered in the Offer (and not validly withdrawn) properly withdrawn prior to any then scheduled the Expiration Time Date that number of shares of Common Stock Shares which, together with the shares number of Shares (if any) then beneficially owned by Parent or Merger Subthe Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis as of immediately following the Acceptance Time (which assumes conversion excluding from the number of tendered Shares, but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or exercise satisfaction of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereofsuch guarantee)) and entitled to vote in the election of directors or (if a greater majority) on the adoption of this Agreement (collectively, the “Minimum Condition”), ; and (ii) the satisfaction, or written waiver (where permitted by applicable Law) by Parent or Merger Sub (to the extent permitted hereby)Purchaser, of the other conditions and requirements set forth in Exhibit A Annex I. (together with the Minimum Condition, the “Offer Conditions”). b) Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or written waiver (where permitted by applicable Law) by Parent or Merger Subthe Purchaser, of the other Offer Conditionsconditions and requirements set forth in Annex I, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub and enable the Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly properly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions Purchaser is legally permitted to do so under applicable Law in accordance with the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01Exchange Act. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to required by applicable Law in accordance with Section 4.02(i3.2(f). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes describes the terms and conditions of the Offer as set forth in accordance with this Agreement, including the Offer Conditions. Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Merger Sub the Purchaser expressly reserve the right to waivewaive (where permitted by applicable Law), in their sole discretion, in whole or in part, any Offer Condition (other than of the Minimum Condition)conditions set forth on Annex I, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided contemplated by this Agreement or as previously approved in writing by the CompanyCompany in writing, Merger Sub the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (viii) change the form of consideration payable in the Offer Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (viiv) otherwise amend, modify or supplement amend any of the terms of other conditions and requirements to the Offer set forth in Annex I in a manner adverse to any shareholder the holders of Shares or (vi) extend the CompanyExpiration Date in a manner other than in accordance with this Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight 5:00 p.m. (New York City, New York City time) on the date that is 20 twenty-one (21) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration TimeDate”) or, in the event if the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration TimeDate, or such later date and time to which the Initial Expiration Time Date has been extended pursuant to in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if If on or prior to any then scheduled Expiration TimeDate, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditionsconditions and requirements set forth in Annex I) have not been satisfied or, to the extent waivable where permitted by applicable Law, waived in writing by Parent or Merger Sub pursuant to this Agreementthe Purchaser, waived by Parent or Merger Sub, then Merger Sub (A) may the Purchaser shall (and in such case Parent shall cause Merger Sub the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to ten twenty (20) Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretioneach, in order to permit the satisfaction of such conditions; and (B) . In addition, the Purchaser shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission or its staff (the “SEC”); provided) or its staff. Notwithstanding the foregoing, however, that, in any case in this Section 1.01(e), Merger Sub the Purchaser shall not be required to extend the Offer for any reason beyond November 29September 17, 2013 2011 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent). (f) On Notwithstanding the terms and subject foregoing, if necessary to obtain sufficient Shares to reach the conditions of this AgreementShort Form Threshold, Merger Sub shall, the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to), accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange ActAct of not more than twenty (20) Business Days in the aggregate; provided, and however, that if the Offer Documents (as defined below) mayPurchaser exercises the Top Up Option pursuant to Section 2.4, in Merger Sub’s sole discretion, it shall not be required to provide for such a reservation “subsequent offering period.” Subject to the terms and conditions of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in and the Offer, Merger Sub the Purchaser shall promptly return, (and Parent shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (hPurchaser to) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer.Offer during any such “subsequent offering period”. The

The Offer. (a) On or prior Provided that nothing shall have occurred that would give rise to August 30a right to terminate this Agreement pursuant to Article 8, 2013Buyer shall, Merger Sub shall (and Parent shall cause Merger Sub Buyer to) , use their respective reasonable best efforts to commence (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)▇▇▇▇ ▇▇▇) the Offer. , for the avoidance of doubt subject to Section 7.10, as promptly as practicable following the date of this Agreement (band in any event within twenty (20) Business Days of the date of this Agreement, provided that such period may be extended by up to an additional ten (10) Business Days if, in the sole discretion of Parent, such additional time is necessary to prepare financial information relating to the Transactions, including pro forma financial information, or to allow the Schedule TO and Registration Statement to be filed simultaneously with the SEC). The obligation obligations of Buyer to, and right of Merger Sub Parent to cause Buyer to, accept for payment payment, and pay for for, any shares of Common Stock Shares validly tendered and not validly properly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in to the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, satisfaction or waiver by Parent or Merger Sub (to the extent permitted hereby), under this Agreement) of the other conditions and requirements set forth in Exhibit A ANNEX I (together with the Minimum Condition, the “Offer Conditions”). Subject The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject to the prior satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law or this Agreement) of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub Buyer shall (and Parent shall cause Merger Sub Buyer to), at or as promptly as practicable following the Expiration Time (but in any event within three (3) consummate the Offer in accordance with its terms and Business Days thereafter), accept for payment and (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event within four (4) Business Days (which shall be calculated as set forth in Rule 14d-1(g)(3) promulgated under the ▇▇▇▇ ▇▇▇) thereafter), pay (pursuant to the procedures set forth in Section 2.13) the Offer Consideration for all shares of Common Stock each Share validly tendered and not validly properly withdrawn pursuant to the Offer as promptly as practicable after of the Expiration TimeAcceptance Time (the “Closing”). The conditions date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. Buyer shall, and Parent shall cause Buyer to, cause the Exchange Agent to pay the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price Consideration payable in respect of each share of Common Stock validly tendered and not validly withdrawn Share pursuant to the Offer shall be paid first sentence of this Section 2.01(b), net of any applicable withholding Taxes with respect to the seller in cashOffer Consideration pursuant to Section 2.12, to the holder of such Share as of the Acceptance Time, without interest, on the terms and subject to any withholding the conditions of Taxes pursuant to Section 4.02(i)this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve Buyer expressly reserves the right to at any time to, in its sole discretion, waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase of the Offer Price or Conditions and to make any other changes change in the terms and of, or conditions of to, the Offer; provided, howeverthat, that unless otherwise provided by this Agreement or as previously approved in writing by without the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders prior written consent of the Company, Buyer shall not (and Parent shall cause Buyer not to): (i) waive or change the Minimum Condition (except to the extent permitted by the proviso in paragraph (A) of ANNEX I); (ii) decrease the Offer Consideration; (iii) change the form of consideration to be paid in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, Agreement; or (vi) change the form of consideration payable in the impose additional Offer Conditions or (vii) otherwise amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner adverse to any shareholder the holders of the CompanyShares. (d) The Offer shall initially expire at midnight the later of (i) 4:00 p.m. (New York CityCity time), or at such other time as the Parties may mutually agree in writing, at the end of the twenty-first (21st) Business Day (calculated in accordance with Rule 14d-1(g)(3) under the ▇▇▇▇ ▇▇▇) following the commencement of the Offer and (ii) 4:00 p.m. (New York City time) on the date that is 20 six (6) Business Days following after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) date of the Offer EGM (such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, in if the event the Initial Expiration Time Offer has been extended pursuant to this Agreementand in accordance with Section 2.01(e), the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Initial Expiration Time Offer has been extended pursuant to this Agreementso extended, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated Subject to Article 8, Buyer may or shall (in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may (and in such which case Parent shall cause Merger Sub Buyer to), as applicable, extend the Offer from time to time as follows: (i) Buyer shall (and Parent shall cause Buyer to) extend the Offer for successive the minimum period as required by any rule, regulation, interpretation or position of the SEC, the staff thereof or the NYSE applicable to the Offer; (ii) if, at the then-scheduled Expiration Time, any of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall (and Parent shall cause Buyer to) extend the Offer on one or more occasions in consecutive periods of at least five (5) Business Days and up to ten (10) Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of with each such period to end at 4:00 p.m. (New York City time) on the last Business Day of such period) (or such other duration as may be determined agreed to by Parent in its sole discretion, Buyer and the Company) in order to permit the satisfaction of such conditionsOffer Condition(s); and provided, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time, the Offer Condition set forth in paragraph (B), paragraph (C), paragraph (K) shall or paragraph (and Parent shall cause Merger Sub toL) of ANNEX I is not reasonably likely to be satisfied within such extension period, then Buyer may further extend the Offer on one such occasion for a period periods of more than ten (10) Business Days and up to seven twenty (20) Business Days if requested by the CompanyDays; provided further, that (iix) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub Buyer shall not be required to extend the Offer beyond November 29, 2013 to a date later than the End Date (as the “Outside Date”End Date may be extended pursuant to Section 8.01(b)(i)) and (y) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required or permitted (without the consent of the Company) to extend the Offer beyond on more than three (3) occasions, provided that the Outside Date without first two such occasions shall be for a period of at least five (5) Business Days and up to ten (10) Business Days and the third such occasion shall be for a period of ten (10) Business Days (with each such period to end at 4:00 p.m. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to in writing by Parent, Buyer and the Company’s consent); provided, further, that notwithstanding the foregoing proviso, if the Company elects to hold a Subsequent EGM, then Buyer shall extend the Offer until the date that is six (6) Business Days after the date of the Subsequent EGM; or (iii) Buyer may extend the Offer to such other date and time as may be mutually agreed by Parent and the Company in writing. (f) On Following the terms and subject to the conditions of this AgreementAcceptance Time, Merger Sub shall, Buyer shall (and Parent shall cause Merger Sub Buyer to, accept ) (and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for Documents shall so indicate) provide a “subsequent offering period” period (and one or more extensions thereof“Subsequent Offering Period”) in accordance with Rule 14d-11 promulgated under the Exchange 1934 Act of not less than three (3) Business Days (which shall be calculated in accordance with Rule 14d-1(g)(3) under the 1934 Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9). (g) Merger Sub The Offer may not be terminated prior to the Initial Expiration Time or the then-scheduled Expiration Time (as the same may be extended pursuant to Section 2.01(e)) unless this Agreement is validly terminated pursuant to Section 8.01. If this Agreement is validly terminated pursuant to Section 8.01, Buyer shall not (and Parent shall cause Buyer to) promptly (and in any event within twenty-four (24) hours following such valid termination) terminate the Offer prior to and not acquire any scheduled Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated Shares pursuant to Article 9thereto. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, by Buyer prior to the acceptance for payment of the Common Stock and payment for Shares tendered in pursuant to the Offer, Merger Sub Buyer shall (and Parent shall cause Buyer to) promptly return, and shall cause any depository depositary acting on behalf of Merger Sub Buyer to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereof. Nothing in this Section 2.01(g) shall affect any termination rights under Article 8. (h) As soon as practicable on the date of the commencement of the OfferOffer Commencement Date, Parent and Merger Sub Buyer shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements thereto and including exhibits thereto, the “Schedule TO”). The Schedule TO , which shall include, as exhibits, the Offer contain or incorporate by reference an offer to Purchase purchase and a form of related letter of transmittal and summary advertisement, if any other appropriate ancillary offer documents required to be included therein (such Schedule TO and the documents included therein pursuant to which the Offer shall will be made, together with any amendments or supplements thereto and supplements including exhibits thereto, the “Offer Documents”), (ii) cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable United States federal securities Laws and any other applicable Law and (iii) file with the SEC a registration statement on Form S-4 to register under the 1933 Act the offer and sale of Parent Common Stock pursuant to the Offer, which shall include a preliminary prospectus containing the information required under Rule 14d-4(b) under the 1934 Act (together with any amendments thereof or supplements thereto, the “Offer Prospectus”) and a proxy statement to be mailed to the stockholders of Parent relating to the Parent Stockholder Meeting (together, with any amendments thereof or supplements thereto, the “Parent Proxy”, and together with the Offer Prospectus and the registration statement, the “Registration Statement”). Until the End Date, or any earlier termination of this Agreement in accordance with Section 8.01, Parent shall, with the Company’s reasonable cooperation, use its reasonable best efforts to (i) have the Registration Statement declared effective under the 1933 Act as promptly as practicable after its filing, (ii) ensure that the Registration Statement complies in all material respects as to form and content with the requirements of the applicable provisions of the 1933 Act and the 1934 Act and the rules and regulations promulgated thereunder and other applicable Law and (iii) keep the Registration Statement effective for so long as necessary to complete the Share Issuance. Parent shall notify the Company promptly of the time when the Registration Statement has become effective or any supplement or amendment to the Registration Statement has been filed, and of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Offer for offering or sale in any jurisdiction. The Company shall promptly furnish to Parent and Merger Sub Buyer all information concerning the Company required by the Exchange 1934 Act and applicable Law, or as reasonably requested by Parent, to be set forth in the Offer DocumentsDocuments and Offer Prospectus. Each of Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger SubBuyer, on the one hand, and the Company, on the other hand, agree agrees promptly to promptly correct any material information provided by it for use inclusion or incorporation by reference in the Schedule TO, the Offer Documents and the Registration Statement (including the Offer Prospectus and Parent Proxy) if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Lawrespect. Parent and Merger Sub further agree to take all steps necessary Buyer shall use their reasonable best efforts to cause the Offer Documents, Schedule TO and the Registration Statement as so corrected (if applicable), to be filed with the SEC and the Offer Documents and Offer Prospectus as so corrected to be disseminated to the shareholders holders of the CompanyShares, in each case as and to the extent required by the Exchange Actapplicable United States federal securities Laws and any other applicable Law. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on such the Schedule TO, the Offer Documents and the Registration Statement (including the Offer Prospectus and Parent Proxy), as well as any written communications with the SEC in connection with the Transactions each time before any such document is filed with the SEC or responseany such written communication is shared with the SEC, and Parent and Merger Sub Buyer shall give reasonable consideration include all comments proposed by the Company and its counsel and reasonably acceptable to any such comments. (i) Parent and Buyer. Parent and Buyer shall provide the Company and its counsel with (A) any comments or cause other communications, whether written or oral, that Parent and Buyer or their counsel may receive from time to be provided time from the SEC or its staff or other Governmental Authorities in connection with the Transactions, including with respect to Merger Sub, on a timely basisthe Schedule TO, the funds necessary Offer Documents or the Registration Statement (including the Offer Prospectus and Parent Proxy) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to pay for participate in the response of Parent and Buyer to those comments and to provide comments on that response (and Parent and Buyer shall include all comments proposed by the Company and its counsel and reasonably acceptable to Parent and Buyer), including by participating with Parent and Buyer or their counsel in any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant discussions or meetings with the SEC or other Governmental Authorities to the Offerextent such participation is not prohibited by the SEC or other Governmental Authorities. In the event that Parent or Buyer receives any comments from the SEC or its staff with respect to the Schedule TO or the Offer Documents, such Party shall use its reasonable best efforts to respond as promptly as practicable to such comments and to consult with the Company with respect to such response.

The Offer. (a) On Provided that this Agreement shall not have been terminated in accordance with Article 9, as promptly as practicable after the date hereof (but in no event later than October 4, 2013 or prior such other date as may be agreed to August 30, 2013by Parent and the Company (the “Commencement Date”)), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be solely subject to: to (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, Shares which represents at least a majority of the Common Stock Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), ) and (ii) the satisfaction, satisfaction or waiver by Parent or Merger Sub (to the extent permitted hereby), ) of the other conditions and requirements set forth in Exhibit Annex A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, satisfaction or waiver by Parent or Merger Sub, Sub of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit Annex A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.012.1. The Offer Price payable in respect of each share of Common Stock Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i4.2(g). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not not: (i) reduce the number of shares of Common Stock Shares subject to the Offer, ; (ii) reduce the Offer Price, ; (iii) change, modify or waive the Minimum Condition, ; (iv) add to the conditions set forth in Exhibit Annex A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, Shareholders; (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer Offer; or (viivi) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the CompanyShareholder. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to as permitted or required by this Agreement, the date and time to which the Offer has been so extended or re-extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreementas so extended, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub (A) may shall (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission SEC or its staff staff; and (iii) upon notice to the “SEC”)Company, Merger Sub may, at its option on one occasion extend the Expiration Time for up to ten Business Days; provided, however, that, in any case in this Section 1.01(e2.1(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) Termination Date and shall not be permitted to extend the Offer beyond the Outside Termination Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i4.2(g)) all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.012.1). Acceptance for payment of shares of Common Stock Shares pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 2.1 shall affect any termination rights in Article 9. (g) Merger Sub shall not, and Parent shall not permit Merger Sub to, terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except in the event that date on which this Agreement is has been terminated pursuant to in accordance with Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock Shares tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the OfferCommencement Date, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the CompanyShareholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the CompanyShareholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the CompanyShareholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock Shares that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the OfferOffer and this Agreement.