Common use of The Offer Clause in Contracts

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence the Offer. The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 7.1, as promptly as practicable but (and in no any event later than five business days within seven (7) Business Days) after the date of the public announcement by Purchaser and the Company of this Agreementhereof, Purchaser shall (and Parent shall cause Purchaser to) commence (within the Offer. meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Shares at a price per share equal to the Offer Price. (a) The obligation of Purchaser to, and of Parent to commence the Offer and cause Purchaser to, accept for payment, payment and pay for, for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Purchaser or Parent, of the conditions set forth in Exhibit Annex A (the "“Offer Conditions"”). Subject to the satisfaction, or waiver by Purchaser or Parent, of the Offer Conditions, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and irrevocably accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable (and in any event within three (3) Business Days) after the Expiration Date and in any event in compliance with Rule 14e-1(c) under the Exchange Act (the time of such acceptance for payment, the “Acceptance Time”); provided, however, that notwithstanding anything herein to the contrary, in no event shall Purchaser be required to accept for payment, and pay for, Shares validly tendered (and not withdrawn) pursuant to the Offer until the Marketing Period shall have been completed. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller of such Share in cash, without interest, subject to the withholding of any Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. The time scheduled for payment for shares of Company Common Stock accepted for payment pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which may the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” (b) The Offer shall be waived made by means of an offer to purchase that describes the terms and conditions of the Offer as set forth in this Agreement. Purchaser and Parent expressly reserve the right to waive (in whole or in part by Purchaser part) any Offer Condition at any time and from time to time, to increase the Offer Price or to make any other changes in its sole discretion). Purchaser expressly reserves the right to modify the terms and conditions of the Offer; provided, except thathowever, that without the prior written consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend, modify or supplement any Offer Condition in a manner that is or could reasonably be expected to be adverse to any holder of Shares in its capacity as such or impose conditions to the Offer that are in addition to the Offer Conditions or (vi) extend or otherwise change any time period for the performance of any obligation of Purchaser or Parent (including the Expiration Date) in a manner other than pursuant to and in accordance with this Agreement. (c) 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 (the “Initial Expiration Date”). Notwithstanding the foregoing, (x) if, at midnight, New York City time, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied or, to the extent waivable in accordance with the terms hereof, has not been waived by Purchaser mayor Parent, Purchaser shall (subject to the rights or remedies of the parties hereto hereunder, including under Article VII), extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date (the Initial Expiration Date as it may be extended herein is referred to as the “Expiration Date”) for one or more periods, in consecutive increments of up to ten (10) 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) to permit such Offer Condition to be satisfied; (y) Purchaser shall have the right in its sole discretion to extend the Offer beyond any then-scheduled expiration of the Offer 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) to the extent (A) Parent and Purchaser shall have waived the Financing Proceeds Condition, (B) all of the Offer Conditions other than the Financing Proceeds Condition 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 (C) the Debt Financing has not actually been received by Purchaser or Parent, and the lenders party to the Debt Commitment Letter have not definitively and irrevocably confirmed in writing to Parent and Purchaser that the Debt Financing in an amount sufficient (together with cash available to Parent) to consummate the Offer and the Merger will be available at the anticipated Acceptance Time on the terms and conditions set forth in the Debt Commitment Letter and subject only to the satisfaction of the Offer Conditions; and (z) if (A) the Financing Proceeds Condition has been satisfied or waived less than five (5) Business Days prior to the then-scheduled expiration of the Offer (including the then-scheduled expiration date of the Offer) and (B) all of the other Offer Conditions have been satisfied or waived at the then scheduled expiration of the Offer (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), then Purchaser and Parent shall have a one-time right to extend the Offer pursuant to this sentence and such extension shall be for a period of up to five (5) Business Days; provided, however, that in no event shall Purchaser (i) be required to extend the Offer beyond the earliest to occur of (A) the Outside Date and (B) the valid termination of this Agreement in compliance with Article VII or (ii) be permitted to extend the Offer beyond the Outside Date without the prior written consent of the Company. Notwithstanding anything herein to the contrary, Purchaser shall, without the written consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof its staff, any rule or regulation of NASDAQ, or any other applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceLaw, in each case subject case, applicable to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (bd) Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except for a termination of this Agreement permitted in accordance with the terms of Section 7.1. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within two (2) Business Days of such termination), irrevocably and unconditionally terminate the Offer, not acquire any Shares pursuant thereto, and cause any depositary acting on its behalf to promptly return in accordance with applicable Law all tendered Shares to the registered holders thereof. (e) On the commencement date of commencement of the Offer, Purchaser 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 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which shall supplements and exhibits thereto, the “Schedule TO”) that will contain an or incorporate by reference the related offer to purchase and a the Shares pursuant to the Offer, the form of the related letter of transmittal and transmittal, the summary advertisement (such Schedule 14D-1 and the other ancillary Offer documents included therein and instruments pursuant to which the Offer will be mademade (collectively, and together with any all exhibits, amendments and supplements or amendments 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 federal securities Laws. The Company shall promptly furnish to Purchaser and Parent in writing all information concerning the Company and its stockholders that may be required by applicable Law to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(e). 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 Purchaser and Parent shall cause give reasonable and good faith consideration to be disseminated any comments made by the Offer Documents to holders Company and its counsel. Each of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser Purchaser, Parent and the Company each agrees to promptly to correct any 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, respect or as otherwise required by applicable Law. Purchaser and Purchaser Parent further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected (if applicable) to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal federal securities lawsLaws. The Company and its Upon receipt of any written or oral comments by Purchaser, Parent or their counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents Documents, or any request from the SEC or its staff for amendments or supplements to the Offer Documents, Purchaser and Parent agree to (i) promptly after provide the receipt Company and its counsel with a copy of any such commentswritten comments or requests (or a description of any such oral comments or requests); (ii) provide the Company and its counsel a reasonable opportunity to comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments made by the Company and its counsel; (iii) provide the Company and its counsel an opportunity to participate with Purchaser, 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 Purchaser and Parent in response thereto. (cf) Purchaser 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, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock occurring 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 and shall as so adjusted from and after the date of such event, be the Offer Price; provided, however, that nothing in this Section 1.1(f) shall be construed to permit the Company to take any action with respect to the Company Common Stock that is prohibited by the terms of this Agreement. (g) 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 Purchaser on a timely basis the funds necessary to accept for payment, and pay for, purchase any Shares shares of Company Common Stock that Purchaser becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and provided, further, that the Company is prepared in accordance with Section 1.02(a) to file with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, subject to the provisions terms and conditions of this Agreement, as promptly as practicable (but in no event later earlier than five ten business days after the date of this Agreement or later than twelve business days after the public announcement by Purchaser and the Company date of this Agreement), Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the Offermeaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”)) the Offer at the Offer Price. The obligation obligations of Purchaser Merger Sub to, and of Parent to commence the Offer and cause Merger Sub to, irrevocably accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver of the conditions set forth in Exhibit A hereto (as they may be amended from time to time in accordance with this Agreement, the "“Offer Conditions"”). The initial expiration date of the Offer shall be at the time that is one minute following 11:59 p.m., Eastern time, on the date that is 20 business days (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (any such time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time,” and such date, or such subsequent date to which may be waived the expiration of the Offer is extended in whole or in part by Purchaser in its sole discretionaccordance with this Agreement, the “Expiration Date”). Purchaser Merger Sub expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition or modify the terms of the Offer, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, Price or (v) change the form of consideration payable in pursuant to the Offer, (iii) waive, amend or modify the Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), terminate, or extend or otherwise amend or modify the Expiration Time (vi) otherwise amend or modify any terms of the Offer in any manner adverse to the holders of Company Common Stock or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Purchaser mayMerger Sub shall, without the consent of the Companyand Parent shall cause Merger Sub to, (iA) extend the OfferOffer for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company), if at the otherwise scheduled or extended expiration date Expiration Time of the Offer any of the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are shall have been satisfied or waived; provided that if at the otherwise scheduled Expiration Time of the Offer, each Offer Condition (other than the Minimum Tender Condition and the Offer Condition in clause (v) of Exhibit A (which only need to be capable of being satisfied)) shall have been satisfied or waived, neither Merger Sub nor Parent shall have any obligation to (iibut Merger Sub and Parent may elect to, and if so requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to) extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent), but not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company); provided, further, that the Company shall not request Merger Sub to, and neither Merger Sub nor Parent shall have any obligation to, extend the Offer in the circumstances described in the foregoing proviso on more than two occasions and (B) extend the Offer for the minimum period required by any rule, regulation, regulation or interpretation or position of the Securities and SEC or the staff thereof or the New York Stock Exchange Commission (the "SEC"“NYSE”) or the staff thereof applicable to the Offer Offer; provided that in no circumstances shall Parent and (iii) Merger Sub shall not be required to extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereofOutside Date. Subject to On the terms and conditions of subject only to the Offer Conditions and this Agreement, Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all Shares shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer that Purchaser Merger Sub becomes obligated to accept for payment, and pay for purchase pursuant to the Offer as soon promptly as practicable after the expiration Expiration Date (which shall be the next business day (determined using Rule 14d-1(g)(3) under the Exchange Act) after the Expiration Date absent extenuating circumstances) and, in any event, no more than three business days after the Expiration Date. The time at which Merger Sub first irrevocably accepts for purchase the shares of Company Common Stock tendered in the OfferOffer is referred to as the “Offer Closing Time.” The Offer may not be terminated or withdrawn prior to its Expiration Date (as extended and re-extended in accordance with this Section 1.01(a)), unless this Agreement is validly terminated in accordance with Section 8.01. If this Agreement is validly terminated in accordance with Section 8.01, Merger Sub shall promptly terminate the Offer and return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. Nothing contained in this Section 1.01(a) shall affect any termination rights set forth in Section 8.01. (b) On As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer, which shall contain include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A hereto (such Schedule 14D-1 TO, as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "“Offer Documents"), ”) and Purchaser shall cause to be disseminated (ii) disseminate the Offer Documents to the holders of Company Common Stock as and to the extent required by applicable Federal U.S. federal securities lawsLaw. Purchaser The Company shall furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company each agrees shall promptly to correct any 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, and Purchaser further agrees to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents, as so corrected amended or supplemented, to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company Parent and its counsel Merger Sub shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel with copies of any comments Purchaser written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or its their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (x) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (y) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. (c) Purchaser Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to accept for payment, and pay for, purchase any Shares shares of Company Common Stock that Purchaser Merger Sub becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer. (d) Without limiting the other provisions of this Agreement, if, between the date of this Agreement and the Offer Closing Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately adjusted.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable but (and in no any event later than five within seven (7) business days days) after the date of the public announcement by Purchaser and the Company of this Agreementhereof, Purchaser shall (and Parent shall cause Purchaser to) commence (within the Offer. 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 to purchase for cash all Shares at the Offer Price. (b) The obligation of Purchaser to commence the Offer and accept for payment, payment and pay for, for any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to: (i) there being validly tendered in the Offer and not withdrawn prior to any then scheduled Expiration Time that number of Shares which, together with the Shares then beneficially owned by Parent or Purchaser (if any), represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Exhibit A Annex I (together with the "Minimum Condition, the “Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion”). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Purchaser, of the other Offer and this AgreementConditions, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and accept for payment, payment and pay for, for all Shares validly tendered and not withdrawn pursuant to the Offer that as promptly as possible after Purchaser becomes obligated is legally permitted to accept for payment, do so after the Expiration Time. The Offer Price payable in respect of each Share validly tendered and pay for not withdrawn pursuant to the Offer as soon as practicable after shall be paid net to the expiration of seller in cash, without interest, on the terms and subject to the conditions set forth in this Agreement and the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, . In circumstances in which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to 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 failure by Parent or Purchaser agrees to provide comply with the terms of this Agreement shall enable the Company to seek all remedies available at law or equity to it and its counsel any comments Purchaser or its counsel may receive from on behalf of the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsstockholders. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Parent and Purchaser expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, or to 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, Purchaser shall provide on not (i) decrease the Offer Price, (ii) 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 or impose conditions to the Offer that are different than or in addition to the Offer Conditions, (v) amend or waive the Minimum Condition, (vi) amend or modify any of the terms of the Offer in a timely basis manner that is, or could reasonably be expected to be, adverse to the funds necessary to accept for paymentholders of Shares, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, or (vii) extend or otherwise change the Expiration Time in a manner other than pursuant to and in accordance with this Agreement. (d) Unless extended pursuant to and in accordance with the Offerterms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is 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 to which the Offer has been so extended (the Initial Expiration Time, or such later 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) The Offer shall be extended from time to time as follows:

The Offer. (a) Unless this Agreement has been terminated in accordance with Article VII, the Company shall use commercially reasonable efforts (i) to complete and file the Offer Documents, as defined below, and commence (within the meaning of Rule 13e-4 promulgated under the Exchange Act) the Offer to acquire any and all Shares at the Per Share Amount, and (ii) to cause the Offer Documents to be disseminated to holders of shares. Subject to the provisions of this AgreementCompany's right to extend the offer as herein provided, as promptly as practicable but in no event later than five the Offer shall be scheduled to expire at 5:00 p.m., New York City time on the 21st business days after the date day following commencement of the public announcement Offer (the "Initial Expiration Date"). Unless this Agreement has been terminated by Purchaser and the Company in accordance with Article VII, upon the filing of this Agreement, Purchaser the Offer Documents as set forth above the Company shall commence use commercially reasonable efforts to consummate the Offer in accordance with its terms (except as otherwise permitted by the terms of the Offer. The obligation of Purchaser ) and to commence the Offer and accept for payment, and pay for, any payment Shares tendered pursuant to the Offer as soon as legally permitted to do so under applicable law and shall be pay for tendered Shares as soon as practical, subject only to: (i) the condition that pursuant to the Offer, there shall have been validly tendered and not withdrawn before the Offer expires (after all extensions thereof) the number of shares of Company Common Stock which constitutes at least a majority of the outstanding shares of Company Common Stock other than the Bankers Shares (the "Minimum Condition"); and (ii) the other conditions set forth in Exhibit Annex A (to this Agreement. None of the "Offer Conditions") (any of which may foregoing conditions shall be waived by the Company without the written consent of Bankers. (b) The Offer shall be made by means of the Offer to Purchase (as defined below) and shall be subject to the Minimum Condition and the other conditions set forth in whole or Annex A to this Agreement, and shall reflect, as appropriate, the other terms set forth in part by Purchaser this Agreement and shall include the information specified in its sole discretion)Section 607.1104 of the FBCA. Purchaser expressly The Company reserves the right to modify increase the terms amount it offers to pay per Share in the Offer with the prior written consent of Bankers and to extend the Offer, except that, without Offer to the extent required by law in connection with such an increase. Without the prior written consent of the CompanySpecial Committee and Bankers, Purchaser shall not the Company will not: (i) reduce decrease the Per Share Amount; (ii) change the number of Shares subject to be purchased in the Offer, (ii) reduce the Offer Price, ; (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of the consideration payable in the Offer. Notwithstanding ; (iv) amend or waive the foregoing, Purchaser may, without Minimum Condition; or (v) make any other change in the consent of the Company, (i) extend the Offer, if at the scheduled terms or extended expiration date conditions of the Offer any which is materially adverse to the holders of Shares (other than Bankers and its Affiliates). (c) If, on the Initial Expiration Date, all conditions to the Offer Conditions shall will not be have been satisfied or waived, until such the Company may, from time as such conditions are satisfied or waivedto time, (ii) extend the expiration date; provided, however, that the Offer for shall not be extended beyond December 31, 2002 without the prior written consent of Bankers; provided, however, if the Offer has not been consummated by December 31, 2002 because of an order or injunction issued by a governmental entity or court of law, the Offer may be extended by the Company until January 31, 2003 without the prior written consent of Bankers. The Per Share Amount shall, subject to any period required by any ruleapplicable withholding of taxes, regulationbe net to the seller in cash, interpretation or position upon the terms and subject to the conditions of the Offer. (d) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") or the staff thereof applicable a combined Schedule TO and Schedule 13E-3 under cover of Schedule TO. (The combined Schedule TO and Schedule 13E-3, together with all exhibits and amendments, is collectively referred to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1TO.") with respect to the Offer, which The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a the form of the related letter of transmittal and summary advertisement (such the Schedule 14D-1 and the documents included therein pursuant to which TO, the Offer will be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "Offer Documents"), and Purchaser shall cause to be disseminated . Each of the Offer Documents shall be approved by Bankers prior to holders of Common Stock their filing with the SEC (which approval shall not be unreasonably withheld, conditioned, or delayed). The Company agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and the Offer Documents, on the date first published, sent or given to the extent Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required by applicable Federal securities lawsto be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Purchaser and the The Company each agrees shall promptly to correct any 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, and Purchaser further agrees to the Company shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC and the other Offer Documents as so corrected amended or supplemented to be disseminated to holders of Common Stockthe Company's shareholders, in each case as and to the extent required by applicable Federal federal securities laws. The Bankers hereby, agrees that it shall cooperate and shall cause its counsel to cooperate with the Company and its counsel in the preparation of the Offer Documents and in obtaining any clearances, consents or approvals thereof under applicable law. Bankers shall, upon the request of the Company, promptly provide the Company or its counsel with all documentation and information regarding Bankers or its Affiliates, reasonably requested by the Company in connection with the Offer Documents. Bankers hereby agrees that all such documentation provided to the Company or its counsel will be true, correct and complete, when provided and Bankers agrees that it will promptly correct any information or documentation provided to the Company or its counsel, to the extent it is no longer true, correct or complete. Anything herein to the contrary notwithstanding, the Company shall have no responsibility for the truth, accuracy or completeness of any information regarding or provide by Bankers or its Affiliates. Bankers, the Special Committee and each of their respective counsel shall be given the reasonable opportunity to review and comment upon on the Offer Documents prior and any amendments to their filing the Offer Documents before they are filed with the SEC SEC. The Company shall provide Bankers and the Special Committee and their respective counsel with a copy of any written comments or dissemination to the stockholders telephonic notification of the Company. Purchaser agrees to provide the Company and its counsel any oral comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments are received. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the provisions events or conditions set forth in Annex I hereto shall have occurred and be continuing and not have been waived by Parent or Purchaser, as promptly as reasonably practicable and, in any event, within ten (10) Business Days of the date of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence (within the Offermeaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price. The obligation obligations of the Purchaser to commence accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer not withdrawn shall be subject only to (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents a majority of the Shares outstanding on a fully-diluted basis (the “Minimum Condition”) and (ii) the other conditions set forth in Exhibit A (Annex I hereto. Subject to the "prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer Conditions") (any of which may be waived set forth in whole or Annex I hereto, the Purchaser shall, in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify accordance with the terms of the Offer, except that, without consummate the consent Offer and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce which shall initially be the Offer Price, (iii) add to 20th Business Day following the Offer Conditions, (iv) except as provided in the next sentence, extend commencement of the Offer; provided, or however, that (vx) change if on the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer Conditions (as extended in accordance with this Agreement), all conditions to the Offer shall not be have been satisfied or waived, until the Purchaser may, from time to time, in its sole discretion, extend the Offer for such time period as the Purchaser may determine; provided, however, that if on the initial expiration date of the Offer the conditions to the Offer set forth in paragraphs (c), (d) and (e) of Annex I hereto shall each be satisfied (or, in the case of paragraphs (d) and (e), if any such conditions are breach or failure to comply that has caused such non-satisfaction of the condition is objectively curable within ten (10) Business Days) but any other condition to the Offer shall not have been satisfied or waived, Purchaser shall be obligated to extend the Offer for one or more periods of time of up to ten (ii10) Business Days each (or such longer period as Purchaser may agree in writing) until such conditions have been satisfied or waived; provided, that Purchaser shall not be required to extend the Offer beyond the date that is thirty (30) Business Days following the initial expiration of the Offer; (y) the Purchaser may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer; and (z) the Purchaser may, in its sole discretion, provide a “subsequent offering period” for three (3) to twenty (20) Business Days to acquire outstanding untendered Shares in accordance with Rule 14d-11 under the Exchange Act if the Minimum Condition and all of the other conditions set forth in Annex I hereto are satisfied or waived, but the number of Shares that have been validly tendered and not withdrawn in the Offer and (iii) accepted for payment, together with any Shares then owned by Parent, is less than 90% of the outstanding Shares. Purchaser shall not extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond following the latest expiration date that would otherwise be permitted under clause (i) or (ii) termination of this sentenceAgreement. In addition, the Purchaser may increase the Offer Price and extend the Offer to the extent required by Law in connection with such increase, in each case subject to in its sole discretion and without the right Company’s consent, but Purchaser and Parent shall not, without the prior written consent of Purchaser the Company, (A) decrease the Offer Price (as it may have been increased hereunder) or change the Company to terminate this Agreement form of consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the terms hereof. Subject Offer, (C) amend or waive the Minimum Condition, (D) add to the conditions to the Offer set forth in Annex I hereto or modify such conditions in a manner adverse to the holders of Shares, (E) extend the Offer, except as permitted by this Section 1.1(a) or (F) make any other change in the terms and or conditions of the Offer that is adverse to the holders of Shares. The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), unless this Agreement is validly terminated in accordance with Article VIII. If Purchaser shall commence a subsequent offering period in connection with the Offer, Purchaser shall accept for payment, payment and pay for, for all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offerduring such subsequent offering period. (b) On the date of commencement of the OfferOffer is commenced, Purchaser shall file with the SEC United States Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer, which shall contain an include the offer to purchase and a related purchase, form of the letter of transmittal and summary advertisement form of notice of guaranteed delivery (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Subject to the Company’s compliance with Section 1.2(b), Parent and the Purchaser shall cause to be disseminated the Offer Documents to be disseminated to holders of Common Stock Shares as and to the extent required by applicable Federal U.S. federal securities laws. Purchaser Each of Parent and the Company each agrees Purchaser, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and respect or as otherwise required by Law. The Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case Shares as and to the extent required by applicable Federal U.S. federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents prior to their filing before they are filed with the SEC or dissemination and Parent and the Purchaser shall give reasonable and good faith consideration to any comments made by the stockholders of Company and its counsel. In addition, Parent and the Company. Purchaser agrees agree to provide the Company and its counsel with any comments or communications that Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or the Purchaser’s, as the case may be, receipt of such comments. (c) Purchaser , and any written or oral responses thereto, and shall provide the Company and its counsel a reasonable opportunity to participate in the response of Parent and Purchaser to those comments and to provide comments on a timely basis that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and the funds necessary to accept for payment, and pay for, Purchaser or their counsel in any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to discussions or meetings with the OfferSEC.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.01, and subject to the provisions of this AgreementCompany having complied with its obligations set forth in Section 1.02(b), as promptly as practicable but in no event later than five business days Merger Sub shall, and Acquiror shall cause Merger Sub to, on or before the date that is ten (10) Business Days after the date of the public announcement by Purchaser and the Company execution of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer. . (b) The obligation obligations of Purchaser Merger Sub to, and of Acquiror to commence the Offer and cause Merger Sub to, accept for payment, payment and pay for, for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be are subject only to the satisfaction or waiver (if permitted by Section 1.01(c) below) of the conditions set forth in Exhibit A Annex I (the "“Offer Conditions"”) and are not subject to any other conditions (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement). On the Offer, except that, without the consent of the Company, Purchaser shall not (i) reduce the number of Shares terms and subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, Merger Sub shall, and Acquiror shall cause Merger Sub to, (ivx) except consummate the Offer in accordance with its terms and (y) accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Acquiror shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing all funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions (other than the Minimum Condition) are for the sole benefit of Acquiror and Merger Sub, and, to the extent permitted by applicable Law, Acquiror and Merger Sub may waive, to the extent permitted by applicable Law, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Acquiror and Merger Sub only with the prior written consent of the Company. Acquiror and Merger Sub expressly reserve the right to waive, to the extent permitted by applicable Law, any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the next sentenceCompany in writing, extend Acquiror and Merger Sub shall not: (i) subject to Section 3.07, decrease the Offer, Offer Price or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer for in addition to the Offer Conditions or amend any period required by Offer Condition in a manner that is adverse to the holders of Shares, (iv) waive or amend the Minimum Condition, (v) amend any rule, regulation, interpretation or position other term of the Offer in a manner that is adverse to the holders of Shares, (vi) extend or otherwise change the Expiration Date (as defined below) except as required or permitted by Section 1.01(e), or (vii) provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (d) On the date the Offer is commenced, Merger Sub shall, and Acquiror shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the "“SEC"”) or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer, which Tender Offer Statement shall contain include an offer to purchase and a related purchase, letter of transmittal and transmittal, summary advertisement and other required ancillary offer documents (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any exhibits, supplements or amendments thereto, the "“Offer Documents"), ”) and Purchaser shall cause to be disseminated the Offer Documents to be disseminated to the holders of Common Stock Shares as and to the extent required by applicable Federal securities lawsLaw. Purchaser Subject to Section 6.02, the Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender all of their Shares pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents. Merger Sub shall, and Acquiror shall cause Merger Sub to, cause the Offer Documents and the filing and dissemination thereof to comply in all material respects with the requirements of applicable Law. The Company each shall promptly furnish to Acquiror and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and Purchaser Acquiror and Merger Sub further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of Common StockShares, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company Acquiror and its counsel Merger Sub shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel in writing with any written comments Purchaser (and shall orally describe any oral comments) that Acquiror, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Acquiror and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Acquiror and Merger Sub shall give reasonable consideration to any comments provided by the Company. Acquiror and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (ce) Purchaser Subject to the terms and conditions set forth in the Offer Documents, the Offer shall provide on a timely basis remain open until midnight, New York City time, at the funds necessary to accept end of the 20th business day (for paymentpurposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and pay forin accordance with, this Section 1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.01(e) or applicable Law, the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any Shares that Purchaser becomes obligated to accept for paymentof the Offer Conditions shall not have been satisfied or waived in accordance with this Agreement, Merger Sub shall, and pay forAcquiror shall cause Merger Sub to, extend the Offer for successive periods of not more than twenty (20) Business Days per extension (as defined below) (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived in accordance with this Agreement), and (ii) Merger Sub shall, and Acquiror shall cause Merger Sub to, extend the Offer for any period required by any applicable Law, rule, regulation, interpretation or position of the SEC or its staff or rules of the Nasdaq Stock Market applicable to the Offer; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Acquiror or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Acquiror shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Acquiror shall cause Merger Sub to, promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 7.1, as promptly as practicable but (and in no any event later than five business days within ten (10) Business Days) after the date of the public announcement by Purchaser and the Company of this Agreementhereof, Purchaser shall (and Parent shall cause Purchaser to) commence (within the Offer. meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Shares at a price per share equal to the Offer Price. (b) The obligation of Purchaser to, and of Parent to commence the Offer and cause Purchaser to, accept for payment, payment and pay for, for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Purchaser or Parent, of the conditions set forth in Exhibit Annex A (the "“Offer Conditions"”). Subject to the satisfaction, or waiver by Purchaser or Parent, of the Offer Conditions, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable (and in any event within three (3) Business Days) after the Expiration Date and in any event in compliance with Rule 14e-1(c) under the Exchange Act (the time of such acceptance for payment, the “Acceptance Time”). The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller of such Share in cash, without interest, subject to the withholding of any Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. The time scheduled for payment for shares of Company Common Stock accepted for payment pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which may the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” (c) The Offer shall be waived made by means of an offer to purchase that describes the terms and conditions of the Offer as set forth in this Agreement. Purchaser and Parent expressly reserve the right to waive (in whole or in part by Purchaser part) any Offer Condition at any time and from time to time, to increase the Offer Price or to make any other changes in its sole discretion). Purchaser expressly reserves the right to modify the terms and conditions of the Offer; provided, except thathowever, that without the prior written consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vii) 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, (v) amend, modify or waive the Minimum Condition, (vi) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner that is or could reasonably be expected to be adverse to the holders of Shares in any respect, or (vii) extend or otherwise change any time period for the performance of any obligation of Purchaser 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 the later of (such later date being the “Initial Expiration Date”): (i) 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 and (ii) the second Business Day following the Go-Shop Period End Date (or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date, the expiration of the fifteen (15) day period described in the last sentence of Section 5.4(b)). Notwithstanding the foregoing, if, at midnight, New York City time, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied or, to the extent waivable in accordance with the terms hereof, has not been waived by Purchaser mayor Parent, Purchaser shall (subject to the rights or remedies of the parties hereto hereunder, including under Article VII), extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date (the Initial Expiration Date as it may be extended herein is referred to as the “Expiration Date”) for one or more periods, in consecutive increments of up to ten (10) 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) to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser be required to extend the Offer beyond the Outside Date or, if earlier, the date that is five (5) Business Days following the Proxy Statement Clearance Date. Notwithstanding anything herein to the contrary, Purchaser shall, without the written consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the its staff thereof or applicable Law, in each case, applicable to the Offer and Offer. (iiie) extend Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except for a termination of this Agreement permitted in accordance with the terms of Section 7.1. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any reason event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, not acquire any Shares pursuant thereto, and cause any depositary acting on its behalf to promptly return in accordance with applicable Law all tendered Shares to the registered holders thereof. (f) If the Acceptance Time occurs, but the number of Shares that have been validly tendered and not properly withdrawn in the Offer, together with any Shares then owned by Parent or any Subsidiary of Parent (assuming exercise of the Top-Up Option in full and excluding from such ownership, but not from then-outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), is less than 90% of the outstanding Shares, 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”) and one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereofextensions thereof. Subject to the terms and conditions of this Agreement and the Offer and this AgreementOffer, Purchaser shall (and Parent shall cause Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offeroffer during such Subsequent Offering Period. (bg) On the commencement date of commencement of the Offer, Purchaser 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 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which shall supplements and exhibits thereto, the “Schedule TO”) that will contain an or incorporate by reference the related offer to purchase and a the Shares pursuant to the Offer, the form of the related letter of transmittal and transmittal, the summary advertisement (such Schedule 14D-1 and the other ancillary Offer documents included therein pursuant to which the Offer will be mademade and instruments pursuant to which the Offer will be made (collectively, and together with any all exhibits, amendments and supplements or amendments 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 federal securities Laws. The Company shall promptly furnish to Purchaser and Parent in writing all information concerning the Company and its stockholders that may be required by applicable Law to be set forth in the Offer Documents 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 review and comment on the Offer Documents prior to the filing thereof with the SEC, and Purchaser and Parent shall cause give reasonable and good faith consideration to be disseminated any comments made by the Offer Documents to holders Company and its counsel. Each of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser Purchaser, Parent and the Company each agrees to promptly to correct any 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, respect or as otherwise required by applicable Law. Purchaser and Purchaser Parent further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected (if applicable) to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal federal securities lawsLaws. The Company and its Upon receipt of any written or oral comments by Purchaser, Parent or their counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents Documents, or any request from the SEC or its staff for amendments or supplements to the Offer Documents, Purchaser and Parent agree to (i) promptly after provide the receipt Company and its counsel with a copy of any such commentswritten comments or requests (or a description of any such oral comments or requests); (ii) provide the Company and its counsel a reasonable opportunity to comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments made by the Company and its counsel; (iii) provide the Company and its counsel an opportunity to participate with Purchaser, 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 Purchaser and Parent in response thereto. (ch) Purchaser 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, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock occurring 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 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 shares of capital stock of the Company as a result of Purchaser’s exercise of the Top-Up Option or as a result of Parent’s and Purchaser’s acquisition of Company Common Stock tendered in the Offer; and provided, further, that nothing in this Section 1.1(h) shall be construed to permit the Company to take any action with respect to the Company Common Stock that is prohibited by the terms of this Agreement. (i) 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 Purchaser on a timely basis the funds necessary to accept for payment, and pay for, purchase any Shares shares of Company Common Stock that Purchaser becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer.

The Offer. (a) Subject to the provisions of this Agreementconditions set forth in the Appendix hereto, as promptly as practicable but in no event later than five business days after the date of the public announcement by Purchaser Parent and the Company of the execution of this Agreement, Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the Offermeaning of Rule 14d-2 under the Exchange Act), the Offer for any and all Shares at a price of $2.00 per share net to the seller in cash, without interest thereon, and, subject to the conditions set forth in the Appendix, consummate the Offer in accordance with its terms. The obligation Offer shall be made by means of Purchaser an Offer to Purchase having the conditions set forth in the Appendix (any of which may be waived by Merger Sub or Parent in its sole discretion). The obligations of Merger Sub to commence the Offer and to accept for payment, payment and to pay for, for any Shares validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn shall be subject only to the conditions set forth in Exhibit A the Appendix. (the "Offer Conditions"b) (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify the terms of the OfferParent will not, except thatand will cause Merger Sub not to, without the prior written consent of the CompanyCompany (which consent may be withheld for any reason), Purchaser shall not (i) reduce decrease the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offerprice per Share, or (v) change the form of consideration payable payable, in the Offer. Notwithstanding , decrease the foregoing, Purchaser may, without the consent number of the Company, (i) extend Shares sought in the Offer, if at change the scheduled conditions to the Offer from those contained in the Appendix hereto, impose additional conditions to the Offer, or extended expiration date amend any material term of the Offer any in a manner adverse to the holders of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereofShares. Subject to the terms and conditions of the Offer and this Agreement, Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser Merger Sub becomes obligated to accept for payment, and pay for for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have previously been validly terminated in accordance with Section 7, as promptly as practicable after the date hereof, but in no any event later than five within ten business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for all of the outstanding Company Shares (including any Company Shares subject to repurchase rights in favor of the Company) for consideration per Company Share consisting of the Offer Price. (The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). (b) As promptly as practicable on the later of: (i) the earliest date as of which Purchaser is permitted under applicable Legal Requirements to accept for payment Company Shares tendered pursuant to the Offer; and (ii) the earliest date as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, Purchaser shall (and Parent shall cause Purchaser to) accept for payment all Company Shares tendered pursuant to the Offer (and not validly withdrawn). The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any payment Company Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A satisfaction or waiver of each of the Offer Conditions (the "Offer Conditions") (and shall not be subject to any of which may be waived in whole or in part by Purchaser in its sole discretionother conditions). Purchaser expressly reserves As promptly as practicable after the right acceptance for payment of any Company Shares tendered pursuant to modify the terms of the Offer, except thatPurchaser shall pay for such Company Shares. (c) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall (without the prior written consent of the Company, Purchaser shall not ): (i) reduce change or waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Shares subject sought to be purchased by Purchaser in the Offer, ; (iiiii) reduce the Offer Price, (iii) add to the Offer Conditions, ; (iv) extend or otherwise change the expiration date of the Offer (except as provided in to the next sentence, extend the Offer, or extent required pursuant to Section 1.1(d)); (v) change the form of consideration payable in the Offer; or (vi) amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Shares. (d) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Date”) that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. Notwithstanding the foregoing, Purchaser mayif, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser, without the consent of the Company, may (iand, to the extent requested by the Company from time to time, shall) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiand re-extend) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer its expiration date for any reason on one or more occasions periods ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, that no individual extension shall be for an aggregate a period of not more than 15 10 business days beyond without the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders written consent of the Company. The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 7. (e) Purchaser agrees may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) (and, if immediately following the Acceptance Time (as defined in Section 1.4(a)), Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the Company Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and its counsel not withdrawn), to the extent requested by the Company, Purchaser shall provide for a subsequent offering period of at least 10 business days) in accordance with Rule 14d-11 under the Exchange Act following the Acceptance Time. (f) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any comments Purchaser stock split, division or its counsel may receive from the SEC subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or its staff other similar transaction with respect to the Offer Documents promptly Company Shares occurring or having a record date on or after the receipt date of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, this Agreement and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant prior to the Offerpayment by Purchaser for the Company Shares.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable practicable, but in no event later than five ten (10) business days after the date of the public announcement by Purchaser and of the Company execution of this Agreement, Purchaser shall cause Acquisition Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer to purchase for cash all of the issued and outstanding shares of Company Common Stock, and the associated rights (the "Rights") issued pursuant to the Rights Agreement, at a price of $18.35 per Share, net to the seller in cash, without interest (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Purchaser Acquisition Sub to commence the Offer and accept for payment, payment and pay for, any for Shares tendered pursuant to the Offer shall be subject only (i) to there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, together with any Shares beneficially owned by Purchaser or Acquisition Sub, represents at least a majority of the Shares outstanding on a fully-diluted basis on the date of purchase ("on a fully-diluted basis" meaning, as of any date, the number of Shares outstanding plus all Shares the Company is then required to issue pursuant to obligations outstanding at that date under employee stock option or other benefit plans, outstanding warrants, outstanding options of any kind, convertible securities, or otherwise (to the extent such options, warrants, convertible securities or other rights are vested or exercisable) (the "Minimum Condition")), and (ii) to the other conditions set forth in Exhibit A Annex B hereto. Acquisition Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, including, without limitation, the Minimum Condition, accept for payment and pay for Shares tendered as soon as practicable after it is legally permitted to do so under applicable law. The Offer shall promptly be made by means of an offer to purchase (the "Offer Conditionsto Purchase") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify containing the terms of set forth in this Agreement, the Offer, except that, without Minimum Condition and the other conditions set forth in Annex B hereto. Without the written consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.Acquisition

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have previously been validly terminated in accordance with Section 7, as promptly as practicable but in no event later than five business days after the date of hereof, but in any event within nine calendar days (or the public announcement by Purchaser and next succeeding business day) after the Company date of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for all of the outstanding Company Shares (including any Company Shares subject to repurchase rights in favor of the Company) for consideration per Company Share consisting of the Offer Price. (The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). (b) As promptly as practicable on the later of: (i) the earliest date as of which Purchaser is permitted under applicable Legal Requirements to accept for payment Company Shares tendered pursuant to the Offer; and (ii) the earliest date as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, Purchaser shall (and Parent shall cause Purchaser to) accept for payment all Company Shares tendered pursuant to the Offer (and not validly withdrawn). The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any payment Company Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A satisfaction or waiver of each of the Offer Conditions (the "Offer Conditions") (and shall not be subject to any of which may be waived in whole or in part by Purchaser in its sole discretionother conditions). Purchaser expressly reserves As promptly as practicable after the right acceptance for payment of any Company Shares tendered pursuant to modify the terms of the Offer, except thatPurchaser shall pay for such Company Shares. (c) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall (without the prior written consent of the Company, Purchaser shall not ): (i) reduce change or waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Shares subject sought to be purchased by Purchaser in the Offer, ; (iiiii) reduce the Offer Price, (iii) add to the Offer Conditions, ; (iv) extend or otherwise change the expiration date of the Offer (except as provided in to the next sentence, extend the Offer, or extent required pursuant to Section 1.1(d)); (v) change the form of consideration payable in the Offer; or amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Shares. (d) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Date”) that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. Notwithstanding the foregoing, Purchaser mayif, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser, without the consent of the Company, may (iand, to the extent requested by the Company, from time to time, shall) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiand re-extend) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer its expiration date for any reason on one or more occasions periods ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, that no individual extension shall be for an aggregate a period of not more than 15 10 business days beyond without the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders written consent of the Company. The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 7. (e) Purchaser agrees may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) (and, if immediately following the Acceptance Time (as defined in Section 1.4(a)), Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the Company Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and its counsel not withdrawn), to the extent requested by the Company, Purchaser shall provide for a subsequent offering period of at least 10 business days) in accordance with Rule 14d-1 1 under the Exchange Act following the Acceptance Time. (f) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any comments Purchaser stock split, division or its counsel may receive from the SEC subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or its staff other similar transaction with respect to the Offer Documents promptly Company Shares occurring or having a record date on or after the receipt date of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, this Agreement and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant prior to the Offerpayment by Purchaser for the Company Shares.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with ARTICLE VIII hereof and none of the provisions of this Agreementevents set forth in ANNEX I hereto shall have occurred or be existing (and shall not have been waived by Purchaser), as promptly as practicable but in no event later than five business days after the date of fifth Business Day following the public announcement by Purchaser Parent and the Company of the execution of this Agreement, Purchaser shall commence (within the Offer. The obligation meaning of Purchaser to commence Rule 14d-2 under the Exchange Act) the Offer to purchase all outstanding Common Shares at the Offer Price and accept for payment, and pay for, any all outstanding Preferred Shares tendered at the Preferred Offer Price. Any Shares acquired pursuant to the Offer shall be subject only will include, by way of amplification and not limitation, all rights associated with such Shares, including but not limited to all cash and non-cash dividends, distributions, rights, other Shares or other securities issued, paid or distributed or issuable, payable or distributable in respect thereof on or after the date of this Agreement (including, without limitation, with respect to the conditions set forth in Exhibit A (Preferred Shares, rights to dividends pursuant to Section 4.17 of the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretionPreferred Stock Purchase Agreement). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon As promptly as practicable after the expiration of the Offer. (b) On on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "Schedule 14D-1SCHEDULE TO") with respect to the Offer, which . The Schedule TO shall contain or incorporate by reference an offer to purchase and a forms of the related letter letters of transmittal and summary advertisement other ancillary offer documents (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any all supplements or and amendments thereto, being referred to as the "Offer DocumentsOFFER DOCUMENTS"), ) and otherwise shall comply in all material respects with the Exchange Act. Purchaser shall cause disseminate to be disseminated holders of Shares the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities lawslaw. The obligation of Purchaser to accept for payment and pay for any Shares tendered pursuant thereto will be subject only to the satisfaction of the conditions set forth in ANNEX I hereto (the "TENDER OFFER CONDITIONS"). The Offer Price and the Company each agrees promptly to correct any information provided by it for use in the Preferred Offer Documents if and Price shall be net to the extent that such information shall have become false seller in cash, without interest, subject to reduction only for any applicable withholding taxes or misleading in any material respect, and Purchaser further agrees to take all steps necessary to cause stock transfer taxes payable by the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities lawsseller. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide that no Shares held by the Company and or any of its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to subsidiaries will be tendered in the Offer.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable but (and in no any event later than five within ten (10) business days 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 Exchange Act) the Offer to purchase (subject to the Minimum Condition) any and all of the public announcement by Purchaser and Company Shares at a price per share equal to the Company of this Agreement, Purchaser shall commence the Offer. Offer Price. (b) The obligation of Purchaser Merger Sub to, and of Parent to commence the Offer and cause Merger Sub to, accept for payment, payment and pay for, for any Company Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Merger Sub or Parent, of the conditions set forth in Exhibit Annex A (the "“Offer Conditions"”). Subject to the satisfaction, or waiver by Merger Sub or Parent, of the Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment as promptly as practicable after the Expiration Date all 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 Date, and in any event in compliance with Rule 14e-1(c) under the Exchange Act, pay for all such Company Shares. The Offer Price payable in respect of each 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 the deduction or withholding of any Taxes as contemplated in Section 3.2(g), on the terms and subject to the conditions set forth in this Agreement. The time scheduled for payment for Company Shares accepted for payment pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which may the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” (c) The Offer shall be waived 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 reserve the right to waive (in whole or in part by Purchaser part) any Offer Condition at any time and from time to time, to increase the Offer Price or to make any other changes in its sole discretion). Purchaser expressly reserves the right to modify the terms and conditions of the Offer; provided, except thathowever, that without the prior written consent of the Company, Purchaser Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vii) 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 a manner that is adverse to the holders of Company Shares or impose any condition to the Offer in 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 foregoingcontrary contained in this Agreement, Purchaser 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 one or more successive increments of five (5) business days each; and (iii) Merger Sub shall have the right in its sole discretion to extend the Offer 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 beyond the Walk-Away Date (for the avoidance of doubt, as such 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, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) and re-extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof its staff, any rule or regulation of The NASDAQ Global Market, or any other applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceLaw, in each case subject case, applicable to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (be) Merger Sub shall not terminate the Offer prior to any scheduled Expiration 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 Section 8.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (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 cause any depositary acting on its behalf to promptly return in accordance with applicable Law all tendered Company Shares to the registered holders thereof. (f) On the commencement date of commencement of the Offer, Purchaser 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 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which shall supplements and exhibits thereto, the “Schedule TO”) that will contain an offer or incorporate by reference the related Offer to purchase and a Purchase, the form of the related letter of transmittal and transmittal, the summary advertisement (such Schedule 14D-1 and the other ancillary Offer documents included therein pursuant to which the Offer will be mademade and instruments pursuant to which the Offer will be made (collectively, and together with any all exhibits, amendments and supplements or amendments thereto, the "“Offer Documents"”), ; and Purchaser shall (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 Merger Sub and Parent in writing all information concerning the Company and its stockholders that is required by applicable Law to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(f). The Company and its counsel shall be given reasonable opportunity to holders of Common Stock as review and comment on the Offer Documents prior to the extent required filing thereof with the SEC, and Merger Sub and Parent shall give reasonable and good faith consideration to any comments made by applicable Federal securities lawsthe Company and its counsel. Purchaser Each of Merger Sub, Parent and the Company each agrees to promptly to correct any 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, respect or as otherwise required by applicable Law. Merger Sub and Purchaser Parent further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected (if applicable) to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common StockCompany Shares, in each case as and to the extent required by applicable Federal federal securities lawsLaws. The Company and its Upon receipt of any written or oral comments by Merger Sub, Parent or their counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents, or any request from the SEC or its staff for amendments or supplements to the Offer Documents, Merger Sub and Parent agree to (i) to the extent permitted by applicable Law, promptly provide the Company and its counsel with a copy of any such written comments or requests (or a description of any material oral comments or requests); (ii) provide the Company and its counsel a reasonable opportunity to comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments 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 promptly after or any request from the receipt of such commentsSEC or its staff for amendments or supplements to the Offer Documents. (cg) Purchaser 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 on a timely basis all of the funds necessary to accept for payment, and pay for, purchase any Company Shares that Purchaser 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) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof and none of the provisions events set forth in Annex I hereto shall have occurred and be existing, Purchaser shall commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as practicable reasonably practicable, but in no event later than five seven business days after the date of following the public announcement by Purchaser Parent and the Company of the execution of this Agreement, Purchaser shall commence the Offer. The obligation of Purchaser to commence the Offer and accept for payment, payment and pay for, for any Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Annex I. Purchaser expressly reserves the right from time to modify time, subject to Sections 1.1(b) and 1.1(d) hereof, without the consent of the Company 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, except that. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction only for any applicable withholding taxes or stock transfer taxes payable by the seller. The Company agrees that no Shares held by the Company or any Subsidiary (as hereinafter defined) will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Purchaser shall not (i) reduce decrease the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, Per Share Amount or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend seek to purchase less than all outstanding Shares, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I) or (iv) impose conditions to the Offer in addition to those set forth in Annex I hereto, or amend any other term or condition of the Offer in any manner materially adverse to the holders of Shares. Upon the terms and subject to the conditions of the Offer and this Agreement, Purchaser will accept for any payment and purchase, as soon as permitted under the terms of the Offer and applicable law (subject to the first proviso to Section 8.1(c)(i)) (the "Share Purchase Date") all Shares validly tendered and not withdrawn prior to the expiration of the Offer. On or prior to the Share Purchase Date, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer. Purchaser shall not provide for a subsequent offering period required in accordance with Rule 14d-11 under the Exchange Act. (c) The Offer shall be made by any rulemeans of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. As soon as reasonably practicable on the date the Offer is commenced, regulation, interpretation or position of Purchaser shall file with the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "Schedule 14D-1TO") with respect to the OfferOffer that will comply in all material respects with the provisions of all applicable Federal securities laws, which shall and will contain (including as an offer exhibit) or incorporate by reference the Offer to purchase Purchase and a forms of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madedocuments, together with any supplements or amendments thereto, are referred to collectively herein as the "Offer Documents"), . Parent and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees agree promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information it or they shall have become false or misleading in any material respectrespect (and the Company, with respect to written information supplied by it specifically for use in the Schedule TO or the Offer Documents, shall promptly notify Parent of any required corrections of such information and shall cooperate with Parent and Purchaser with respect to correcting such information) and to supplement 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 the Company shall 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 that are based on such provided information, in light of the circumstances under which they were made, not misleading), and Parent and Purchaser further agrees agree to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected or supplemented, to be filed with the SEC and the other Offer Documents Documents, as so corrected or supplemented, to be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and any Offer Documents before they are filed with the SEC. (d) The Offer to Purchase shall provide (i) for an initial expiration date of 20 business days (as defined in Rule 14d-1 under the Exchange Act) from and including the date of commencement of the Offer Documents prior (the "Initial Expiration Date"). Purchaser shall extend the expiration date of the Offer until 5:00 p.m., Eastern time, on the earlier of (i) the thirtieth (30th) business day following the public announcement by Parent and the Company of the execution of this Agreement (which thirty business days shall for this purpose include the date of such public announcement) and (ii) if a tender offer (other than the Offer) shall have been commenced for all or a portion of the Shares, the business day immediately preceding the initial expiration date of such tender offer (such earlier date, the "Extended Expiration Date"). Unless this Agreement shall have been terminated pursuant to their filing with Section 8.1 hereof, Purchaser agrees that it shall not, without the SEC or dissemination to the stockholders consent of the Company. , terminate or withdraw the Offer or (except as provided in this Section 1.1(d)) extend the expiration date of the Offer; provided, however, that, subject to the immediately following sentence, without the consent of the Company, Purchaser agrees shall have the right to provide terminate or withdraw the Company and its counsel any comments Purchaser Offer or its counsel may receive extend the Offer from time to time if at the SEC or its staff with respect then-scheduled expiration date of the Offer the conditions to the Offer Documents promptly after described in Annex I hereto shall not have been satisfied or earlier waived. Unless this Agreement shall have been terminated pursuant to Section 8.1, if at the receipt then-scheduled expiration date of the Offer, the conditions to the Offer described in Annex I hereto (other than the Minimum Condition) shall not have been satisfied or earlier waived, upon the request of the Company, Purchaser shall from time to time extend the expiration date of the Offer for up to a maximum of 20 business days in the aggregate (it being understood and agreed that the period from the Initial Expiration Date to and including the Extended Expiration Date shall be counted in such 20-business-day period) for all such extensions (the period of each such extension to be determined by Purchaser), provided that at the time of such comments. (c) Purchaser extension any such condition is reasonably capable of being satisfied and provided further that the failure of any such condition to be satisfied shall provide on not result from a timely basis willful breach by the funds necessary to accept for paymentCompany of any of its covenants and agreements contained in this Agreement, and pay for, any Shares that until the date Purchaser becomes obligated to accept for payment, and pay forobligated, pursuant to the terms of the Offer and this Agreement, to accept for payment and pay for Shares tendered pursuant to the Offer. 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, regulations, interpretations or positions of the SEC or the staff thereof applicable to the Offer or for any period required by applicable law.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article 8 and that the provisions of this AgreementCompany has complied with its obligations under Section 1.2, as promptly as practicable after the date of this Agreement but in no event later more than five twelve (12) business days after the date of this Agreement (or such later date as the public announcement by Purchaser and the Company of this Agreementparties may agree), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant . (b) Subject to the Offer shall be subject only terms and conditions of this Agreement and to the satisfaction or waiver (to the extent permitted under this Agreement) by Purchaser of the conditions set forth in Exhibit A Annex I (collectively, the “Offer Conditions”) as of the Expiration Date in accordance with Section 1.1(c), Purchaser shall promptly on or after the Expiration Date accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer. Parent shall provide or cause to be provided to Purchaser, on a timely basis, the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective as promptly as practicable after the Offer Acceptance Time. (c) The Offer shall be made by means of an offer to purchase (the "“Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Offerthis Agreement; provided, except thathowever, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (iA) reduce decrease the number of Shares subject to the OfferOffer Price other than in accordance with Section 1.1(f), (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vB) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or supplement any of the terms of the offer or the Offer Conditions in a manner that adversely affects holders of Shares generally, (F) amend, modify or waive the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. Notwithstanding The Offer may not be terminated prior to the foregoingExpiration Date, unless this Agreement is terminated in accordance with Article 8. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) business days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date 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 Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) Subject to the parties’ respective rights to terminate the Agreement pursuant to Article 8, Purchaser mayshall, without and Parent shall cause Purchaser to, extend the consent of the Company, Offer from time to time as follows: (i) extend the Offer, if at on the scheduled Expiration Date, the Minimum Condition has not been satisfied or extended expiration date of the Offer any of the other Offer Conditions has not been satisfied, or waived by Parent or Purchaser if permitted hereunder, then Purchaser shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for one (1) or more occasions in consecutive increments of at least two (2) business days but no more than ten (10) business days each as determined by Parent in its sole discretion (or such longer period as may be agreed to by Parent and the Company) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); provided, however, that Purchaser shall not be required to extend the Offer and the Expiration Date to a date later than the End Date; and (ii) Purchaser shall extend the Offer for the minimum period required by any rule, regulationapplicable Law, interpretation or position of the Securities and Exchange Commission SEC or its staff or the NASDAQ Stock Market (the "SEC"“NASDAQ”) or its staff; provided, however, that Purchaser shall not be required to extend the staff thereof applicable Offer and the Expiration Date to a date later than the End Date. (f) The Offer Price shall be adjusted appropriately and proportionately 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 on or after the date hereof and at or prior to the Offer Acceptance Time, and (iii) extend such adjustment to the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject Price shall provide to the right holders of Purchaser or Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to terminate take any action with respect to its securities that is prohibited by the terms of this Agreement. (g) In the event that this Agreement is terminated pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment(and Parent shall cause Purchaser to) as promptly as practicable irrevocably and unconditionally terminate the Offer, and pay for, all shall not acquire any Shares validly tendered and not withdrawn pursuant to the Offer that and shall cause any depository acting on behalf of Purchaser becomes obligated to accept for paymentreturn, and pay for pursuant in accordance with applicable Law, all tendered Shares to the Offer as soon registered holders thereof. Neither Purchaser nor Parent shall provide for any “subsequent offering period.” (h) As promptly as practicable after the expiration of the Offer. (b) On on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which shall the “Schedule TO”) that will contain an offer or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal and summary advertisement (such ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company shall promptly furnish to Parent in writing all information concerning the Company required by applicable federal securities Laws for inclusion in the Schedule 14D-1 and the TO, together with all documents included therein pursuant to which the Offer will be made, together made (collectively and with any supplements or amendments thereto, the "“Offer Documents"”), . Parent and Purchaser agree that they shall cause to be disseminated the Offer Documents filed by either Parent or Purchaser with the SEC to holders comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Common Stock as and to the extent required by applicable Federal securities laws. Parent, Purchaser and the Company each agrees to promptly to correct any 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, and Purchaser Parent further agrees to take use all steps necessary reasonable efforts to promptly cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to promptly be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company shall promptly furnish or otherwise make available to Parent, Purchaser or Parent’s legal counsel any information concerning the Acquired Entities that is required in connection with any action contemplated by this Section 1.1(h). The Company and its counsel shall be given reasonable opportunity to review and comment upon on the Offer Documents prior to their the filing thereof with the SEC or dissemination to the stockholders of the CompanySEC. Parent and Purchaser agrees agree to provide the Company and its counsel with any comments (including a summary of any oral comments) that Parent, Purchaser or its their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (ci) Purchaser shall provide on a timely basis the funds necessary to accept for paymentFor purposes of this Agreement, and pay forthe Offer, unless otherwise mutually agreed to by the Company and Purchaser, any Shares that subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the Shares underlying such notices of guaranteed delivery are delivered to Purchaser becomes obligated or to accept for paymentan agent of Purchaser. (j) Notwithstanding anything to the contrary herein, Parent and pay for, Purchaser shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the consideration otherwise payable pursuant to the OfferOffer such amounts as it is required by any Law to deduct and withhold with respect to Taxes and shall promptly remit such amounts to the appropriate Governmental Body in accordance with applicable Law. To the extent that amounts are so withheld and paid to the appropriate Governmental Body, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the provisions events or conditions set forth in Annex I hereto (other than subsection (i) therein) shall have occurred and be continuing and not have been waived by Parent or Purchaser, as promptly as reasonably practicable and, in any event, within ten (10) Business Days of the date of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence (within the Offermeaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price. The obligation obligations of the Purchaser to commence accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer not properly withdrawn shall be subject only to (i) there being validly tendered and not properly withdrawn prior to the expiration of the Offer that number of Shares which represents a majority of the Shares outstanding on a fully-diluted basis (the “Minimum Condition”) and (ii) the other conditions set forth in Exhibit A Annex I hereto. Subject to the prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer set forth in Annex I hereto, the Purchaser shall (the "Offer Conditions") (any of which may be waived and Parent shall cause Purchaser to), in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify accordance with the terms of the Offer, except that, without consummate the consent Offer and accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce which shall initially be the Offer Price, (iii) add to 20th Business Day following the Offer Conditions, (iv) except as provided in the next sentence, extend commencement of the Offer, or provided, however, that (vx) change if on the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer Conditions (as extended in accordance with this Agreement), all conditions to the Offer shall not be have been satisfied or waived, until the Purchaser may, from time to time, in its sole discretion, extend the Offer for such time period as such conditions are satisfied or waivedthe Purchaser may determine, (iiy) the Purchaser may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer Offer, and (iiiz) the Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, provided that, in no event shall the Offer or any “subsequent offering period” extend beyond the Outside Date without the mutual written consent of the Company and Parent. In addition, the Purchaser may increase the Offer Price and extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond to the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceextent required by Law in connection with such increase, in each case subject in its sole discretion and without the Company’s consent. Notwithstanding anything to the right contrary contained in this Agreement, neither Parent nor Purchaser shall, without the prior written consent of Purchaser or the Company (i) change or waive the Minimum Condition, (ii) reduce the Offer Price or decrease the number of Shares sought to terminate this Agreement pursuant to be purchased in the terms hereof. Subject to Offer, (iii) change the terms and conditions expiration date of the Offer and (except to the extent required or permitted pursuant to this AgreementSection 1.1(a)), Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant impose any condition to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant in addition to the Offer as soon as practicable after the expiration conditions set forth or referred to in this Section 1.1(a) or amend, modify or supplement any of the Offerterms of the Offer in any manner adversely affecting the holders of Shares. (b) On As soon as practicable on the date of commencement of the OfferOffer is commenced, Purchaser shall file with the SEC United States Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer, which shall contain an include the offer to purchase and a related purchase, form of the letter of transmittal and summary advertisement form of notice of guaranteed delivery (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Subject to the Company’s compliance with Section 1.2(b), Parent and the Purchaser shall cause to be disseminated the Offer Documents to be disseminated to holders of Common Stock Shares as and to the extent required by applicable Federal U.S. federal securities laws. Purchaser Parent and the Company each agrees Purchaser, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and respect or as otherwise required by Law. The Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case Shares as and to the extent required by applicable Federal U.S. federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents prior to their filing before they are filed with the SEC or dissemination and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the stockholders of Company and its counsel. In addition, Parent and the Company. Purchaser agrees to shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or the Purchaser’s, as the case may be, receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for(ii) a reasonable opportunity to participate in the response of Parent or Purchaser to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and/or Purchaser or their counsel in any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to discussions or meetings with the OfferSEC.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Article IX hereof, and provided that Company has fulfilled its obligation to provide information to Parent and Purchaser as contemplated by Section 1.1(c) and is prepared to file the provisions Schedule 14D-9 contemporaneously with or immediately following filing by Parent and Purchaser of this Agreementthe Offer Documents with the Securities and Exchange Commission (the “SEC”), subject to there being no statute, rule, regulation, legislation of, or order, decree, judgment, injunction or ruling by, a Governmental Authority of competent jurisdiction enjoining, restraining, making illegal, or otherwise prohibiting the commencement of the Offer, as promptly as reasonably practicable (but in no event later than five business days seven (7) Business Days) after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 of the Exchange Act) an offer to purchase all outstanding shares of Company Common Stock at the Offer Price. Each of Parent and Purchaser shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof. The obligation Subject to the applicable terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions, Purchaser to commence shall, and Parent shall cause Purchaser to, promptly after the Offer and expiration of the Offer, accept for payment, payment and pay forfor (after giving effect to any required withholding Tax pursuant to Section 1.1(f)), any Shares all shares of Company Common Stock validly tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A and not withdrawn (the "Offer Conditions"time and date of acceptance for payment, the “Acceptance Date”). (b) (any of which may be waived Purchaser reserves the right to waive, in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to part, any Tender Offer Condition or modify the terms of the Offer; provided, except thathowever, that without the prior written consent of the Company, or except as contemplated by this Agreement, Purchaser shall not, and Parent shall not (i) reduce the number of Shares subject to the Offerpermit Purchaser to, (ii) reduce other than in accordance with Section 1.1(e), decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, Price or (v) change the form of consideration payable in the Offer, waive or amend the Minimum Condition, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, extend the Offer other than in a manner pursuant to, and in accordance with, this Section 1.1(b), impose additional conditions to the Offer, amend any of the Tender Offers Condition, in a manner that broadens such conditions or amend any other term of the Offer in any manner adverse to the Company Stockholders. The Offer shall remain open until 12:00 midnight, New York City, New York time, on the date that is twenty (20) Business Days after the commencement (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) of the Offer (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the succeeding sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire. Notwithstanding the foregoing, Purchaser may, without foregoing or anything to the consent of the Companycontrary set forth in this Agreement, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions Purchaser shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiand Parent shall cause Purchaser to) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or its staff or the staff thereof Nasdaq that is applicable to the Offer and (iiiii) in the event that any of Tender Offer Conditions are not satisfied or waived as of any then-scheduled Expiration Date, Purchaser shall extend the Offer for any reason on one or more occasions for an aggregate period successive extension periods of not more than 15 business days beyond ten (10) Business Days; provided, however, that notwithstanding the latest expiration date that would otherwise be permitted under clause foregoing clauses (i) or and (ii) of this sentence, in each case subject no event shall Purchaser be required to extend the right Offer beyond the Outside Date. Purchaser may provide for a subsequent offering period (within the meaning of Purchaser Rule 14d-11 under the Exchange Act), and one or more consecutive extensions thereof, after the Company to terminate this Agreement pursuant to Expiration Date in accordance with Rule 14d-11 of not more than twenty (20) Business Days in the terms hereofaggregate. Subject to the terms and conditions of this Agreement and the Offer and this AgreementOffer, Purchaser shall (and Parent shall cause Purchaser to) accept for payment, and promptly pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to such subsequent offering period. Nothing contained in this paragraph shall affect any termination rights of the parties in Article IX. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that Purchaser becomes obligated to accept for payment, and pay for this Agreement is terminated pursuant to the Offer as soon as practicable after the expiration of the OfferSection 9.1. (bc) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "“Schedule 14D-1"TO”) with respect to the Offer, Offer which shall contain an the offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the other ancillary documents included therein and instruments required thereby pursuant to which the Offer will be made, together made (collectively with any supplements or amendments thereto, the "“Offer Documents"”), and Purchaser shall (ii) use their respective reasonable best efforts to cause to be disseminated the Offer Documents to holders of Common Stock be disseminated to the Company Stockholders as and to the extent required by applicable Federal securities lawsthe Exchange Act. Purchaser and the Company each agrees promptly to correct any 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, Parent and Purchaser further agrees to take all steps necessary to shall cause the Schedule 14D-1 as so corrected Offering Documents to be filed comply in all material respects with the SEC Exchange Act and the all other Offer Documents as so corrected to be disseminated to holders requirements of Common Stock, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents prior to their filing with the SEC or dissemination SEC, and Parent and Purchaser shall give reasonable and good faith consideration to the stockholders of the Company. Purchaser agrees to provide the any comments made by Company and its counsel counsel. Parent and Purchaser agree to provide Company with (i) any comments Purchaser or its counsel other communications, whether written or oral, that may receive be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given) and to participate in such response, including by participating in any discussions with the receipt SEC. Notwithstanding the foregoing, in connection with any action by Parent or Purchaser in response to or as a result of any action by Company or the Company Board permitted by Section 7.2(e), Parent and Purchaser shall not be required to provide Company the opportunity to review or comment on (or include comments proposed by Company in any provision of) the Offer Documents, or any amendment or supplement thereto, with respect to such commentsaction, the reasons for such actions or any additional information reasonably related to such actions. If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Company, Parent, Purchaser or any of their respective Affiliates, is discovered by Company or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Company Stockholders, as and to the extent required by applicable Law or any applicable rule or regulation of any stock exchange. Company shall furnish to Parent and Purchaser all information concerning Company required by the Exchange Act to be set forth in the Offer Documents. (cd) Purchaser Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept pay for payment, and pay for, any Shares shares of Company Common Stock that Purchaser becomes obligated to accept for payment, and pay for, purchase pursuant to the OfferOffer and shall cause Purchaser to fulfill its obligations under this Agreement. (e) 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Company Common Stock occurring on or after the date hereof and prior to the date of acceptance of any particular shares tendered in the Offer or any subsequent offering period provided for by Parent and the Purchaser pursuant to Section 1.1(b). In addition, if the aggregate of (without duplication) (i) the number of shares of Company Common Stock issued and outstanding, plus (ii) the number of shares of Company Common Stock issuable upon the exercise of outstanding derivative securities, including warrants and other convertible or exchangeable securities or rights to purchase Company Common Stock, plus (iii) the number of shares of Company Common Stock (x) issuable upon the exercise of Company Stock Options, (y) subject to Company SARs and (z) subject to Company RSUs, all as of September 11, 2009, exceeds 91,855,809, then Parent and Purchaser may reduce the Offer Price by an amount not to exceed the product of (A) the Offer Price immediately before such reduction, multiplied by (B) the quotient of (i) such excess, divided by (ii)(A) 91,855,809 plus (B) the amount of such excess (such reduction in the Offer Price, a “Capitalization Adjustment”). The Company agrees that upon a Capitalization Adjustment, the Company Board shall reaffirm the Company Recommendations giving effect to such Capitalization Adjustment, and the Company Board shall not effect an Adverse Recommendation Change as a result of such Capitalization Adjustment. Each of Parent, Purchaser and Company shall amend and supplement the Offer Documents and Schedule 14D-9 as promptly as practicable to reflect such Capitalization Adjustment. (f) Each of Purchaser and the Paying Agent shall be entitled to deduct and withhold from the Offer Price to any holder of a Certificate or a Book-Entry Share, as the case may be, such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of Law. To the extent that amounts are so withheld and paid to the appropriate Governmental Authority by Purchaser or the Paying Agent, as the case may be, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Certificate or Book-Entry Share, as applicable, in respect of which such deduction and withholding was made by Purchaser or the Paying Agent, as the case may be. (g) In the event that this Agreement is terminated pursuant to Section 9.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer made pursuant to this Agreement.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof and none of the provisions events set forth in Annex I hereto shall have occurred and be existing, Purchaser shall commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as practicable reasonably practicable, but in no event later than five seven business days after the date of following the public announcement by Purchaser Parent and the Company of the execution of this Agreement, Purchaser shall commence the Offer. The obligation of Purchaser to commence the Offer and accept for payment, payment and pay for, for any Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Annex I. Purchaser expressly reserves the right from time to modify time, subject to Sections 1.1(b) and 1.1(d) hereof, without the consent of the Company 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, except that. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction only for any applicable withholding taxes or stock transfer taxes payable by the seller. The Company agrees that no Shares held by the Company or any Subsidiary (as hereinafter defined) will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Purchaser shall not (i) reduce decrease the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, Per Share Amount or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any ruleseek to purchase less than all outstanding Shares, regulation, interpretation (iii) amend or position waive satisfaction of the Securities and Exchange Commission Minimum Condition (the "SEC"as defined in Annex I) or the staff thereof applicable (iv) impose conditions to the Offer and (iii) extend in addition to those set forth in Annex I hereto, or amend any other term or condition of the Offer for in any reason on one or more occasions for an aggregate period manner materially adverse to the holders of not more than 15 business days beyond Shares. Upon the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case terms and subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall will accept for paymentpayment and purchase, as soon as permitted under the terms of the Offer and pay for, applicable law (subject to the first proviso to Section 8.1(c)(i)) (the "Share Purchase Date") all Shares validly tendered and not withdrawn pursuant prior to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) . On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect or prior to the OfferShare Purchase Date, which Parent shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements provide or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents provided to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept pay for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer. Purchaser shall not provide for a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. As soon as reasonably practicable on the date the Offer is commenced, Purchaser shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer (d) The Offer to Purchase shall provide (i) for an initial expiration date of 20 business days (as defined in Rule 14d-1 under the Exchange Act) from and including the date of commencement of the Offer (the "Initial Expiration Date"). Purchaser shall extend the expiration date of the Offer until 5:00 p.m., Eastern time, on the earlier of (i) the thirtieth (30th) business day following the public announcement by Parent and the Company of the execution of this Agreement (which thirty business days shall for this purpose include the date of such public announcement) and (ii) if a tender offer (other than the Offer) shall have been commenced for all or a portion of the Shares, the business day immediately preceding the initial expiration date of such tender offer (such earlier date, the "Extended Expiration Date"). Unless this Agreement shall have been terminated pursuant to Section 8.1 hereof, Purchaser agrees that it shall not, without the consent of the Company, terminate or withdraw the Offer or (except as provided in this Section 1.1(d)) extend the expiration date of the Offer; provided, however, that, subject to the immediately following sentence,

The Offer. (a) Subject Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8, Buyer shall, and Parent shall cause Buyer to, use their respective reasonable best efforts to commence (within the provisions meaning of this AgreementRule 14d-2 promulgated under the 0000 Xxx) the Offer, for the avoidance of doubt subject to Section 7.10, as promptly as practicable but in no event later than five business days after following the date of this Agreement (and in any event within twenty (20) Business Days of the public announcement by Purchaser and the Company date of this Agreement, Purchaser shall commence provided that such period may be extended by up to an additional ten (10) Business Days if, in the Offersole 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 Purchaser Buyer to, and of Parent to commence the Offer and cause Buyer to, accept for payment, and pay for, any Shares validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A ANNEX I (the "“Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion”). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce The date on which Buyer commences the Offer Price, is referred to as the “Offer Commencement Date”. (iiib) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to In accordance with the terms and conditions of this Agreement and subject to the satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law or this Agreement) of the Offer Conditions, Buyer shall (and this AgreementParent shall cause Buyer to), Purchaser shall at or as promptly as practicable following the Expiration Time (but in any event within three (3) Business Days thereafter), accept for payment (the time of acceptance for payment, and 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 0000 Xxx) thereafter), pay for, all Shares (pursuant to the procedures set forth in Section 2.13) the Offer Consideration for each Share validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 Acceptance Time (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to “Closing”). The date on which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause Closing occurs is referred to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.this

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than Within five business days after (5) Business Days following the date of that the public announcement by Purchaser and the Company of this Agreementfinal Required Approval is received, Purchaser Investor shall commence (within the meaning of Rule 14d-2 under the Exchange Act)) the Offer. . (b) The obligation of Purchaser the Investor to commence the Offer and accept for payment, payment and pay for, for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to: (i) the Closing having occurred (the “Closing Condition”); and (ii) the satisfaction, or waiver by Investor, of the other conditions and requirements set forth in Annex A (together with the Closing Condition, the “Offer Conditions”) (and shall not be subject to any other conditions). Subject to the prior satisfaction of the Closing Condition and the satisfaction, or waiver by Investor, of the other Offer Conditions, Investor shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid in cash, without interest, on the terms and subject to the conditions set forth in Exhibit A this Agreement. Notwithstanding anything to the contrary contained herein, if more than 6,442,105 Shares are tendered and not validly withdrawn prior to the Expiration Time, all Shares accepted for payment shall be purchased on a pro rata basis in accordance with Rule 14d-8 promulgated under the Exchange Act. (c) The Offer shall be made by means of an offer to purchase (the "“Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions". Investor expressly reserves the right (in its sole discretion) (any of which may be waived to waive, in whole or in part part, any Offer Condition or to increase the Offer Price; provided, however, that unless otherwise provided by Purchaser this Agreement or as previously approved in its sole discretion). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of writing by the Company, Purchaser Investor shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to change, modify or waive the Offer ConditionsClosing Condition, (iv) except as provided add to the conditions set forth in the next sentence, extend Annex A or otherwise impose any other condition to the Offer, or (v) except as otherwise provided in this Section 6.5, 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. . (d) The Offer shall expire at midnight (New York City time) on the date that is 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) Notwithstanding anything in this Agreement to the foregoingcontrary, Purchaser but subject to the Parties’ respective rights to terminate this Agreement under Article VIII, if applicable, Investor (i) may, in its sole discretion, without the consent of the CompanyCompany or the Bank, (i) extend the OfferOffer on one or more occasions for periods of up to ten (10) Business Days per extension, if at on any then-scheduled Expiration Time the scheduled Closing Condition or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or or, in Investor’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived, and (ii) shall extend the Offer for any period required by applicable Law, any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or , the staff thereof or the NASDAQ applicable to the Offer Offer. (f) On the terms and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser Investor shall accept for payment, and pay forfor (subject to any withholding or deduction from the Offer Price otherwise payable pursuant to this Agreement such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state, local or foreign Law with respect to the making of such payment) all Shares validly tendered and not validly withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration Expiration Time (as it may be extended and re-extended in accordance with this Section 6.5). Acceptance for payment of 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”. Investor 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 may, in Investor’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 6.5 shall affect any termination rights in Article VIII, as to the Agreement, or in Annex A, as to the Offer. (bg) On Investor 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 VIII. (h) As soon as practicable on the date of the commencement of the Offer, Purchaser Investor shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). The Company shall furnish to Investor no later than ten (10) Business Days after the date of request all information concerning the Company requested by, and Purchaser shall cause deemed required under the Exchange Act by, the Investor to be disseminated set forth in the Offer Documents. Investor agrees to take all steps necessary to cause the Offer Documents to holders be filed with the SEC and, immediately following such filing, disseminated to the stockholders of Common Stock 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 applicable Federal securities lawsthe Exchange Act. Purchaser Investor, on the one hand, and the Company each Company, on the other hand, agrees promptly to correct promptly any 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, and Purchaser respect or as otherwise required by applicable Law. Investor further agrees to take all steps necessary to cause the Schedule 14D-1 Offer Documents, as so corrected (if applicable), to be filed with the SEC and the other Offer Documents as so corrected to be and, immediately following such filing, disseminated to holders the stockholders of Common Stockthe Company, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Investor 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 and shall give the Company and its counsel a reasonable opportunity to participate in the response of Investor to those comments and to provide comments on any response and Investor shall be given 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 stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Investor shall provide the Company and its counsel a reasonable opportunity to review and comment upon the on such Offer Documents prior or response, and Investor shall give reasonable consideration to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article 8 and that the provisions of this AgreementCompany has complied with its obligations under Section 1.1(f) and Section 1.2, as promptly as practicable after the date of this Agreement but in no event later more than five ten (10) business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant . (b) Subject to the Offer shall be subject only terms and conditions of this Agreement and to the satisfaction or waiver by Purchaser of the conditions set forth in Exhibit A Annex I (collectively, the “Offer Conditions”) as of the Expiration Date in accordance with Section 1.1(c), Purchaser shall promptly on or after the Expiration Date accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer. Parent shall provide or cause to be provided to Purchaser, on a timely basis, the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective as promptly as practicable after the Offer Acceptance Time. (c) The Offer shall be made by means of an offer to purchase (the "“Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Offerthis Agreement; provided, except thathowever, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (iA) reduce the number of Shares subject to the Offer, (ii) reduce decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vB) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (iC) extend decrease the maximum number of Shares sought to be purchased in the Offer, if at the scheduled or extended expiration date of (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or supplement any of the Offer Conditions shall in a manner that adversely affects holders of Shares generally, (F) amend, modify or waive the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated in accordance with Article 8. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) business days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date 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 Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) Subject to the parties’ respective rights to terminate the Agreement pursuant to Article 8, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time as follows: (i) if on the scheduled Expiration Date, the Minimum Condition has not been satisfied or waivedany of the other Offer Conditions has not been satisfied, until such time as such conditions are satisfied or waivedwaived by Parent or Purchaser if permitted hereunder, (ii) then Purchaser shall extend the Offer for one (1) or more occasions in consecutive increments of ten (10) business days each (or such shorter period as may be agreed to by Parent and the Company) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); provided, however, that Purchaser shall not be required to extend the Offer and the Expiration Date to a date later than the End Date; and (ii) Purchaser shall extend the Offer for the minimum period required by any rule, regulationapplicable Law, interpretation or position of the Securities and Exchange Commission SEC or its staff or the NASDAQ Stock Market (the "SEC"“NASDAQ”) or its staff; provided, however, that Purchaser shall not be required to extend the staff thereof applicable Offer and the Expiration Date to a date later than the End Date. (f) The Offer Price shall be adjusted appropriately and proportionately 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 on or after the date hereof and at or prior to the Offer Acceptance Time, and (iii) extend such adjustment to the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject Price shall provide to the right holders of Purchaser or Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to terminate take any action with respect to its securities that is prohibited by the terms of this Agreement. (g) In the event that this Agreement is terminated pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment(and Parent shall cause Purchaser to) as promptly as practicable irrevocably and unconditionally terminate the Offer, and pay for, all shall not acquire any Shares validly tendered and not withdrawn pursuant to the Offer that and shall cause any depository acting on behalf of Purchaser becomes obligated to accept for paymentreturn, and pay for pursuant in accordance with applicable Law, all tendered Shares to the Offer as soon as practicable after the expiration of the Offerregistered holders thereof. (bh) On As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which shall the “Schedule TO”) that will contain an offer or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal and summary advertisement (such ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. Parent and Purchaser agree that they shall cause the Schedule 14D-1 and the TO, together with all documents included therein pursuant to which the Offer will be made, together made (collectively and with any supplements or amendments thereto, the "“Offer Documents")”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees to promptly to correct any 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, and Purchaser Parent further agrees to take use all steps necessary reasonable efforts to promptly cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to promptly be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company shall promptly furnish or otherwise make available to Parent, Purchaser or Parent’s legal counsel any information concerning the Acquired Corporations and the Company’s stockholders that is required in connection with any action contemplated by this Section 1.1(h). The Company and its counsel shall be given reasonable opportunity to review and comment upon on the Offer Documents prior to their the filing thereof with the SEC or dissemination to the stockholders of the CompanySEC. Parent and Purchaser agrees agree to provide the Company and its counsel with any comments (including a summary of any oral comments) that Parent, Purchaser or its their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (ci) For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Purchaser, any Shares subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the Shares underlying such notices of guaranteed delivery are delivered to Purchaser or to an agent of Purchaser. (j) Without limiting the generality of Section 9.11, Parent shall provide on a timely basis cause to be provided to Purchaser all of the funds necessary to accept for payment, and pay for, purchase any Shares that Purchaser becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement. Parent and Purchaser shall, and each of Parent and Purchaser shall ensure that all of their respective controlled Affiliates shall, tender any Shares held by them into the Offer. (k) Notwithstanding anything to the contrary herein, Parent and Purchaser shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the consideration otherwise payable pursuant to the Offer such amounts as it is required by any Law to deduct and withhold with respect to Taxes and any amounts so withheld shall be promptly remitted to the appropriate Governmental Body. To the extent that amounts are so withheld and paid to the appropriate Governmental Body in accordance with all applicable Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

The Offer. (a) Subject to Provided that this Agreement shall not have previously been validly terminated in accordance with Section 10.01 and that none of the provisions events set forth in Paragraph (2) (excluding Paragraph (2)(c)) of this AgreementAnnex I hereto shall exist or have occurred and be continuing, as promptly as practicable after the date hereof, but in no any event later than five within ten (10) business days after the date of the public announcement by Purchaser and the Company of this Agreement, Parent shall cause Purchaser to, and Purchaser shall, commence (within the meaning of Rule 14d−2 under the Exchange Act) the Offer for all of the outstanding Company Common Shares (other than Company Common Shares described in Section 4.01(a)) for a price per Company Common Share equal to the Offer Price (as adjusted as provided in Section 2.01(f)). The date on which Purchaser commences the Offer, within the meaning of Rule 14d−2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”. (b) As promptly as practicable on the later of: (i) the earliest date as of which Purchaser is permitted under applicable Law to accept for payment Company Common Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, Purchaser shall commence (and Parent shall cause Purchaser to) accept for payment all Company Common Shares tendered pursuant to the OfferOffer (and not validly withdrawn). The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any payment Company Common Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A satisfaction or waiver of each of the Offer Conditions (the "Offer Conditions") (and shall not be subject to any of which may be waived in whole or in part by Purchaser in its sole discretionother conditions). As promptly as practicable after the acceptance for payment of any Company Common Shares validly tendered pursuant to the Offer (and not properly withdrawn), Purchaser shall pay for such Company Common Shares. (c) Parent and Purchaser expressly reserves reserve the right to modify increase the Offer Price, and subject to the immediately succeeding sentence, reserve the right to waive any of the Offer Conditions and to make any change in the terms of the Offer. Notwithstanding anything to the contrary contained in this Agreement, except that, neither Parent nor Purchaser shall (without the prior written consent of the Company, Purchaser shall not ): (i) reduce change or waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Common Shares subject sought to be purchased by Purchaser in the Offer, ; (iiiii) reduce the Offer Price, (iii) add to the Offer Conditions, ; (iv) extend or otherwise change the expiration date of the Offer (except as provided in to the next sentence, extend the Offer, extent required or permitted pursuant to Section 2.01(d)); (v) change the form of consideration payable in the Offer; or (vi) amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Common Shares. (d) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Date”) that is twenty (20) business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions Purchaser shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the its staff thereof or Nasdaq that is applicable to the Offer; provided, that in no event shall Purchaser be required to extend the Offer beyond the Outside Date, (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then, (A) Purchaser may in its discretion, without the consent of the Company and (B) Purchaser shall to the extent such Offer Condition could reasonably be satisfied and such extension is requested in writing by the Company no less than two (2) business days prior to the applicable expiration date, extend the Offer for one or more periods ending no later than the Outside Date to permit such Offer Condition to be satisfied; provided, however, that no individual extension shall be for a period of more than ten (10) business days; and (iii) extend the Offer Purchaser may, in its discretion, elect to provide for any reason on a subsequent offering period (and one or more occasions extensions thereof) in accordance with Rule 14d-11 under the Exchange Act following the Acceptance Time, and, if immediately following the Acceptance Time (as defined in Section 2.04(a)), Parent, Purchaser and their respective subsidiaries and Affiliates own more than 80% but less than 90% of the Company Common Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the extent requested by the Company, Purchaser shall provide for an aggregate a subsequent offering period of not more than 15 at least ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereofdays. Subject to the terms and conditions of set forth in this Agreement and the Offer Offer, Parent shall cause Purchaser to, and this AgreementPurchaser shall, Purchaser shall accept for payment, payment and pay for, for all Company Common Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer during such subsequent offering period as soon promptly as practicable after any such Company Common Shares are tendered during such subsequent offering period and in any event in compliance with Rule 14d-11(c) promulgated under the expiration of the OfferExchange Act. (be) On The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 10.01. (f) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Shares occurring or having a record date on or after the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect this Agreement and prior to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and payment by Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and for the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsShares. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject Upon the terms and subject to the provisions conditions of this Agreement, as promptly as practicable (but in any event no event later than five business days fifteen (15) Business Days) after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant . (b) Subject to the Offer shall be subject only to satisfaction, or waiver by Purchaser, of the conditions set forth in Exhibit A (the "“Offer Conditions"”), Purchaser shall (and Parent shall cause Purchaser to) (i) at or as promptly as practicable following the Expiration Time (in any event, no later than the Business Day immediately following the date on which the Expiration Time occurs), accept for payment (the time of acceptance for payment, the “Offer Acceptance Time”) and (ii) at or as promptly as practicable following the Expiration Time (and, in any event, within three (3) Business Days following the date on which may the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to the depositary for the Offer) for, all Company Shares validly tendered and not validly withdrawn pursuant to the Offer and Parent shall provide or cause to be waived provided to Purchaser the consideration necessary for Purchaser to comply with such obligations to accept for payment and pay for such Company Shares. The Parties agree that the Offer and Purchaser’s obligation to accept for payment and pay for all Company Shares validly tendered and not validly withdrawn pursuant to the Offer in accordance with the foregoing are not, and shall not be, subject to any condition other than the Offer Conditions. (c) Purchaser expressly reserves the right, at any time, in its sole discretion, to waive, in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to part, any Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the Company, Purchaser shall not not: (i) reduce the number of Company Shares subject to the Offer, ; (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, Price or (v) change the form of consideration payable in the Offer. Notwithstanding ; (iii) change, modify or waive the foregoingMinimum Tender Condition, Purchaser maythe Termination Condition, without or the consent conditions set forth in clause (b) or clause (d) of Exhibit A; (iv) add to the Company, Offer Conditions or make any Offer Condition more difficult to satisfy; (iv) extend the Offer, if at Expiration Time other than in accordance with this Agreement; (vi) provide a “subsequent offering period” (or any extension thereof) within the scheduled or extended expiration date meaning of Rule 14d-11 promulgated under the Exchange Act; or (vii) otherwise amend the Offer in any manner adverse to the Company Stockholders (other than Parent, Purchaser or any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC"their respective Affiliates) or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the OfferCompany. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject Provided that this Agreement has not been validly terminated in accordance with Article VII of this Agreement and subject to the provisions of this AgreementCompany having provided any information required to be provided by it pursuant to Section 1.2, as promptly as practicable but in no event later than five business days after the fifteenth (15th) Business Day following the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall, and Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act), the Offer with a consideration per Share of (x) $10.00, payable to the holder thereof in cash, without interest but subject to reduction for any applicable withholding Taxes payable in respect thereof (such price, or any higher price per Share that may be paid in accordance with the Offer, the “Cash Consideration”) and (y) one (1) contractual contingent value right (a “CVR”) that shall represent the right to receive $1.00 upon satisfaction of certain conditions set forth in the Contingent Value Rights Agreement in the form attached hereto as Annex II (the “CVR Agreement”) to be entered into between Parent and a rights agent selected by Parent and reasonably acceptable to the Company (the “Rights Agent”), if any, at the times provided for in the CVR Agreement, without interest thereon (the Cash Consideration and one (1) CVR, collectively, the “Offer Price”). The obligation obligations of Purchaser to commence accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall (as it may be extended in accordance with this Section 1.1(a)) will be subject only to the conditions set forth in Exhibit A Annex I (each of conditions (i) through (iii), an “Offer Condition”). Subject to the prior satisfaction or waiver by Parent and Purchaser of the Offer Conditions, Purchaser shall consummate the Offer in accordance with the terms of such Offer, and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment in accordance with the Offer (the "time of such acceptance for payment, the “Acceptance Time”). The Offer will be made by an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions") . Parent and Purchaser shall cause the Acceptance Time to be 12:01 a.m. Eastern Time on the Business Day that immediately follows the Expiration Date (any of which may be waived in whole or in part by Purchaser in its sole discretionas defined below). Parent and Purchaser expressly reserves reserve the right to modify the terms waive any of the OfferOffer Conditions, except that, without to increase the consent of the Company, Purchaser shall not Offer Price (i) reduce the number of Shares subject to the Company’s prior consent for any increase of less than $0.10) and to make any other changes in the Offer. Purchaser shall not, (ii) reduce and Parent shall cause Purchaser not to, decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer, decrease the number of Shares sought in the Offer, amend, modify or waive the Minimum Condition (as defined in Annex I), extend the Expiration Date except as required or permitted by this Section 1.1, impose additional conditions to, or amend, modify or waive the conditions set forth in Annex I in a manner adverse to, holders of Shares or provide for a “subsequent offering period” in accordance with Rule 14d-11 promulgated under the Exchange Act, except as set forth below, in each case, without the prior written consent of the Company. Notwithstanding anything to the foregoingcontrary contained in this Agreement, but subject to the parties’ respective termination rights under Article VII: (i) Subject to the termination rights under Article VII, Purchaser mayshall, and Parent shall cause Purchaser to, extend the Offer (A) for any extension period required by any Law, any injunction or decree issued by any Governmental Body, or any rule, regulation or interpretation of the SEC, its staff or Nasdaq or its staff, in any such case which is applicable to the Offer, (B) for successive extension periods of up to ten (10) Business Days, if, as of the applicable Expiration Date, either (x) any waiting period (and any extensions thereof) or any approvals or clearances applicable to the Offer or the consummation of the Merger in accordance with the HSR Act have not expired, been terminated or been obtained, as applicable, or (y) any of the Offer Conditions set forth in Annex I hereof (other than the Minimum Condition) is not satisfied, in order to permit such Offer Condition to be satisfied; and (C) for no more than three (3) successive extension periods of up to ten (10) Business Days per extension period, if, at the applicable Expiration Date, (x) there has not been a Change of Board Recommendation, (y) each Offer Condition other than the Minimum Condition is capable of being satisfied or waived (if permitted hereunder), and (z) the Minimum Condition is not satisfied, in order to permit such Minimum Condition to be satisfied; and (ii) Purchaser, without the consent of the Company, (i) may extend the OfferOffer (A) for additional periods of up to ten (10) Business Days per extension period (or a longer extension period as may be approved in advance by the Company), if, as of any Expiration Date, any Offer Condition is not satisfied and has not been irrevocably waived by Parent and Purchaser in writing, in order to permit such Offer Condition to be satisfied, and (B) for additional periods of up to ten (10) Business Days per extension period (or a longer extension period as may be approved in advance by the Company), if at the scheduled or extended expiration date of the Offer any (x) all of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are have been satisfied or waived, (iiy) extend the Offer for any period required by any rule, regulation, interpretation or position full amount of the Securities Debt Financing necessary to pay the Financing Amount has not been funded and Exchange Commission (will not be funded at the "SEC") or the staff thereof applicable to the Offer Acceptance Time, and (iiiz) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date Parent and Purchaser acknowledge and agree that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to may terminate this Agreement pursuant to, and in accordance with and upon the satisfaction of the requirements set forth in Section 7.3(c) and receive the Parent Termination Fee pursuant to, and only in accordance with, Section 7.5(f)(i) in order to permit the funding of the full amount of the Debt Financing necessary to pay the Financing Amount; provided, however, that in no event will Purchaser be required to, and without the Company’s consent shall not, extend the Offer beyond the Outside Date (as defined below). Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is validly terminated pursuant to Article VII. In addition, in the event this Agreement is terminated in accordance with the terms of Article VII, Purchaser, at such time, shall irrevocably and unconditionally terminate the Offer. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Article VII prior to the terms hereof. Subject to acquisition of Shares in the terms and conditions of the Offer and this AgreementOffer, Purchaser shall accept for paymentpromptly (and in any event within two (2) Business Days of such termination) return, and pay forshall cause any depositary or other agent acting on behalf of Purchaser to return, in accordance with applicable Law, all Shares validly tendered and not withdrawn pursuant into the Offer to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offerregistered holders thereof. (b) On the date of commencement of the Offer, Parent and Purchaser shall file with the SEC SEC, in accordance with Regulation M-A promulgated under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement and all information required by applicable Law (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Subject to Section 5.3, the Company hereby consents to the inclusion in the Offer Documents of the recommendation and the approval of the Company Board referenced in Section 3.2. Subject to the Company’s compliance in all material respects with Section 1.2(b), Parent and Purchaser shall take all actions necessary to cause to be disseminated the Offer Documents to be filed with the SEC and disseminated to holders of Common Stock the Shares, in each case, as and to the extent required by applicable Federal securities lawsLaw. Purchaser Parent, on the one hand, and the Company each agrees Company, on the other hand, shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall will have become false or misleading in any material respect, respect or as otherwise required by Law. Parent and Purchaser further agrees to shall take all steps actions necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stockthe Shares, in each case case, as and to the extent required by applicable Federal securities lawsLaw. The Company and its counsel shall will be given a reasonable opportunity to review and comment upon on the Offer Documents prior to their filing Schedule TO and any amendment thereto before it is filed with the SEC or dissemination SEC, and Parent and Purchaser shall give reasonable consideration to the stockholders of the Companyany such comments. In addition, Parent and Purchaser agrees to shall provide the Company and its counsel with any comments comments, whether written or oral, that Parent, Purchaser or its their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its staff with respect to the Offer Documents Documents, promptly after the receipt of such comments, and any written or oral responses thereto, and the Company will have the right to consult with Parent, Purchaser and their counsel prior to responding to any such comments, either in written or oral form. Subject to the foregoing, the Parent and the Purchaser shall respond to any such comments promptly after they are received. (c) Subject to the terms and conditions of this Agreement, unless extended in accordance with the terms of this Agreement, the Offer will expire at one minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated in accordance with Rule 14d-1(g)(3) and 14d-2 under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with Section 1.1(a) of this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). (d) Purchaser shall provide on a timely basis provide, or cause to be provided, to the Paying Agent promptly following the Acceptance Time (and in any event prior to the Closing Date), all funds necessary to accept for payment, and pay for, any the aggregate Offer Price with respect to Shares that have been validly tendered and not withdrawn in accordance with the Offer and that Purchaser becomes is obligated to accept for paymentpayment in accordance with the Offer and permitted to accept for payment in accordance with Law, and provided, that the Purchaser shall not accept for payment or pay forfor any Shares if, as a result, the Purchaser would acquire less than the number of Shares necessary to satisfy the Minimum Condition. Purchaser shall not permit holders of Shares to tender Shares pursuant to the Offer pursuant to guaranteed delivery procedures. Purchaser shall promptly (and in any event within two (2) Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)) after the Acceptance Time cause the Paying Agent to pay for all Shares validly tendered (and not validly withdrawn) in the Offer. The Company shall instruct its transfer agent to register the transfer of the Shares accepted for payment by Purchaser in the Offer effective immediately after the Acceptance Time.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the provisions events set forth in Annex I hereto shall have occurred and be continuing, Purchaser shall commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer as promptly as practicable following the date hereof (but in no event case later than five ten business days after from the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence the Offerhereof). The obligation obligations of Purchaser to commence accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only to (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares then owned by Parent or Purchaser (after giving effect to shares subject to purchase under the Stockholders Agreement, but not the Purchaser Option), represents at least two-thirds of the Shares outstanding on a Fully Diluted Basis (the “Minimum Condition”); and (ii) the other conditions set forth in Exhibit A Annex I hereto. As used in this Agreement, “Fully Diluted Basis” shall refer to the number of Shares issued and outstanding at any time after taking into account all Shares issuable upon the conversion of convertible securities or upon the exercise of any options, warrants or rights to purchase shares of Company Capital Stock (for which the applicable per share exercise price is less than the Offer Price). Subject to the prior satisfaction or waiver by Parent or Purchaser of the Minimum Condition and the other conditions of the Offer set forth in Annex I hereto, Purchaser shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the "“Offer Conditions"to Purchase”) (any of which may be waived that contains the terms set forth in whole or this Agreement, the Minimum Condition and the other conditions set forth in part by Purchaser in its sole discretion)Annex I hereto. Purchaser Parent expressly reserves the right to modify waive any of such conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided however, except that, without the consent of the Company, that Purchaser shall not, and Parent shall cause Purchaser not (i) reduce the number of Shares subject to the Offerto, (ii) reduce decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer, decrease the number of Shares sought in the Offer, impose additional conditions to the Offer, extend the offer beyond the date that is twenty (20) business days after commencement of the Offer (the “Initial Expiration Date”) except as set forth below, or amend any other condition of the Offer in any manner adverse to the holders of the Shares, in each case without the prior written consent of the Company (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the Initial Expiration Date if, at any scheduled expiration of the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions conditions to Purchaser’s obligation to accept Shares for payment shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the United States Securities and Exchange Commission (the "“SEC") ”), or the staff thereof thereof, applicable to the Offer and Offer, or (iii) extend (or re-extend) the Offer for any reason on one or more occasions for an aggregate period of not more than 15 twenty (20) business days (taking into account all such extensions and re-extensions) beyond the latest expiration applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right if, as of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions such date, all of the Offer and this Agreement, Purchaser shall conditions to Purchaser’s obligations to accept for paymentpayment Shares are satisfied or waived, and pay for, all Shares but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary on a Fully Diluted Basis to permit the Merger to be effected without a meeting of the Company’s stockholders in accordance with the DGCL; provided that Purchaser becomes obligated to accept for payment(in connection with any extension or re-extension under clause (iii)) meets the requirements of Rule 14d-l 1 under the Exchange Act. In addition, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 Price may be increased and the documents included therein pursuant to which the Offer will may be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and extended to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any information provided by it for use law in the Offer Documents if and to the extent that connection with such information shall have become false or misleading in any material respect, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stockincrease, in each case as and to without the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders consent of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject Unless this Agreement has been terminated in accordance with Article VII, Parent, Purchaser and the Company shall use their reasonable best efforts to complete and file the provisions of this AgreementOffer Documents, as defined below, and Schedule 14D-9 and commence the Offer as promptly as practicable but in no event later than five business fourteen days after from the date hereof. The Offer shall be scheduled to expire at 5:00 p.m., New York City time on the 21st business day following commencement of the public announcement by Purchaser and Offer (the Company of this Agreement, "Initial Expiration Date"). The Purchaser shall commence the Offer. The obligation of Purchaser use reasonable best efforts to commence consummate the Offer in accordance with its terms and to accept for payment, and pay for, any payment Shares tendered pursuant to the Offer as soon as legally permitted to do so under applicable law and shall be pay for tendered Shares as soon as practical, subject only to: (i) the condition that pursuant to the Offer, there shall have been validly tendered and not withdrawn before the Offer expires the number of Shares which constitutes at least a majority of the outstanding Shares not beneficially owned by Parent or Purchaser immediately prior to the expiration of the Offer (the "Minimum Condition"); and (ii) the other conditions set forth in Exhibit Annex A to this Agreement. (b) The Offer shall be made by means of the "Offer Conditions"to Purchase (as defined below) (any of which may and shall be waived subject to the Minimum Condition and the other conditions set forth in whole or Annex A to this Agreement and shall reflect, as appropriate, the other terms set forth in part by Purchaser in its sole discretion)this Agreement. The Purchaser expressly reserves the right to modify increase the terms of amount it offers to pay per Share in the OfferOffer and to extend the Offer to the extent required by law in connection with such an increase, except that, in each case without the consent of the Company. Without the prior written consent of the Special Committee, Purchaser shall not Parent will not: (i) reduce decrease the Offer Price; (ii) change the number of Shares subject to be purchased in the Offer, (ii) reduce the Offer Price, ; (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of the consideration payable in the Offer. Notwithstanding ; (iv) amend or waive the foregoing, Purchaser may, without Minimum Condition; or (v) make any other change in the consent of the Company, (i) extend the Offer, if at the scheduled terms or extended expiration date conditions of the Offer any which is adverse to the holders of Shares. (c) If, on the Initial Expiration Date, all conditions to the Offer Conditions shall will not be have been satisfied or waived, until such the Purchaser may, from time as such conditions are satisfied or waivedto time, (ii) in its sole discretion, extend the expiration date; provided, however, that the Offer for shall not be extended beyond June 30, 2000. The Per Share Amount shall, subject to any period required by any ruleapplicable withholding of taxes, regulationbe net to the seller in cash, interpretation or position upon the terms and subject to the conditions of the Offer. (d) As soon as reasonably practicable on the date of commencement of the Offer, Parent shall file with the Securities and Exchange Commission (the "SEC") or the staff thereof applicable a combined Schedule TO and Schedule 13E-3 under cover of Schedule TO. (The combined Schedule TO and Schedule 13E-3, together with all exhibits and amendments, is collectively referred to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1TO.") with respect to the Offer, which The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a the form of the related letter of transmittal and summary advertisement (such the Schedule 14D-1 and the documents included therein pursuant to which TO, the Offer will be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly agree to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that such information which shall have become false materially incorrect or misleading in any material respectmisleading, and Parent and the Purchaser further agrees agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of Common StockShares, in each case as and to the extent required by applicable Federal securities lawslaw. The Company Company, the Special Committee and its their respective counsel shall be given reasonable the opportunity to review and comment upon on the Offer Documents prior and any amendments to their filing the Offer Documents before they are filed with the SEC or dissemination to SEC. Parent and the stockholders of Purchaser shall provide the Company. Purchaser agrees to provide , the Company Special Committee and its their respective counsel with a copy of any written comments Purchaser or its counsel may receive telephonic notification of any oral comments from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments are received. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article X, then (i) on or after the provisions date of execution of this Agreement, but in any event not later than November 15, 1999, Purchaser and the Company shall publicly announce the Offer and (ii) Purchaser shall, as promptly as practicable possible, but in no event later than five business days Business Days (for purposes of this Agreement, such term having the meaning given the Rule 14d-1 under the Securities Exchange Act of 1934 (the "Exchange Act")) after the date of such public announcement, commence (within the public announcement by meaning of Rule 14d-2 under the Exchange Act), the Offer to purchase all of the issued and outstanding Shares at a price per share of U.S. $18.00, in cash (the "Offer Price"). Purchaser may withhold and deduct amounts from such payments in accordance with Section 2.1(c). The Offer shall be made pursuant to an Offer to Purchase (the Company "Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal") containing terms and conditions consistent with this Agreement, Purchaser shall commence the Offer. The obligation of Purchaser to commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares properly tendered and not withdrawn pursuant to the Offer shall not be subject only to any conditions other than changes in applicable laws that have the conditions set forth in Exhibit A (effect of making the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion)unlawful. Purchaser expressly reserves the right right, subject to compliance with the Exchange Act, to modify the terms of the Offer, Offer except that, without the express written consent of the Company, as authorized by the Special Committee, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoingOffer or (iv) amend, Purchaser mayalter, without the consent add or waive any term of the Company, (i) extend Offer in any manner adverse to the Offer, if at holders of the scheduled or extended Shares. Purchaser shall as soon as practicable after the expiration date of the Offer any of the Offer Conditions shall not be satisfied or waivedOffer, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 14D-1, as supplemented or amended from time to time (the "Schedule 14D-1") ), and Schedule 13E-3, as supplemented or amended from time to time (the "Schedule 13E-3"), with respect to the Offer, which shall contain an offer the Offer to purchase Purchase and a related letter the Letter of transmittal and Transmittal, summary advertisement and any other ancillary documents and instruments pursuant to which the Offer will be made (such Schedule 14D-1 14D-1, the Schedule 13E-3 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), . Purchaser agrees to take all necessary steps to cause the Schedule 14D-1 and Purchaser shall cause Schedule 13E-3 to be disseminated filed with the SEC and the Offer Documents to be disseminated to holders of Common Stock Shares, in each case, as and to the extent required by applicable U.S. Federal securities laws. Purchaser and the Company each agrees promptly to correct any information provided by it for use shall make all filings necessary in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed accordance with the SEC and the other Offer Documents as so corrected to be disseminated to holders laws of Common Stock, in each case as and to the extent required by applicable Federal securities lawsAustralia. The Company and its counsel counsel, as well as the Special Committee and their counsel, shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or and prior to dissemination to the stockholders of the CompanyShareholders. Purchaser shall consider all comments in good faith. Purchaser agrees to provide the Company Company, the Special Committee and its their counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis be entitled to deduct and withhold from the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, consideration otherwise payable pursuant to the OfferOffer such amounts as may be required to be deducted and withheld with respect to the payment of such consideration under the Internal Revenue Code of 1986, as amended, or any other tax under any provision of state, local or foreign tax law; provided, however, that Purchaser shall promptly pay any amounts deducted and withheld hereunder to the applicable governmental authority, shall promptly file all tax returns and reports required to be filed in respect of such deductions and withholding, and shall promptly provide to the Company proof of such payment and a copy of all such tax returns and reports.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VII, then (i) on or after the provisions date of execution of this Agreement, but in any event not later than November 15, 1999, Purchaser and the Company shall publicly announce the Offer and (ii) Purchaser shall, as promptly as practicable possible, but in no event later than five business days Business Days (for purposes of this Agreement, such term having the meaning given the Rule 14d-1 under the Securities Exchange Act of 1934 (the "Exchange Act")) after the date of such public announcement, commence (within the public announcement meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase (a) all of the issued and outstanding shares of the Company Common Stock at a price per share of (Y)1490, in cash (the "Company Common Stock Offer Price") and (b) all of the issued and outstanding ADSs, at a yen price per ADS equal to one-half of the Company Common Stock Offer Price (the "ADS Offer Price" and, together with the Company Common Stock Offer Price, the "Offer Price"). Payments of the ADS Offer Price will be made in U.S. dollars by converting the yen price per ADS into U.S. dollars using the noon buying rate in New York City for cable transfers of yen announced for customs purposes by the Federal Reserve Bank of New York on the date of settlement of the Offer in Japan. Purchaser may withhold and deduct amounts from such payments in accordance with Section 1.1(c). The Offer in Japan shall be made pursuant to the Registration Statement (as defined below), the Public Notice (as defined below), the Explanatory Statement (as defined below) and the Company of Application Form (as defined below) containing the terms and conditions set forth in this Agreement, Purchaser . The Offer in the United States shall commence be made pursuant to an Offer to Purchase (the Offer"Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal") containing terms and conditions consistent with this Agreement. The obligation of Purchaser to commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares properly tendered and not withdrawn pursuant to the Offer shall not be subject only to any conditions other than changes in or interpretations of, applicable laws or any court order or injunction that have the conditions set forth in Exhibit A (effect of making the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion)unlawful. Purchaser expressly reserves the right right, subject to compliance with the Exchange Act, the Securities and Exchange Law of Japan, as amended (the "SEL"), the Securities and Exchange Law Enforcement Order, as amended (the "Enforcement Order"), the Ministerial Ordinance (the "Ministerial Ordinance") issued by the Japanese Ministry of Finance (the "MOF"), and the Commercial Code of Japan relating to joint stock corporations and certain related legislation (the "Commercial Code" and collectively with the SEL, the Enforcement Order, and the Ministerial Ordinance, the "Applicable Japanese Laws"), to modify the terms of the Offer, except that, without . In no event shall Purchaser amend or modify the consent terms of the Company, Purchaser shall not Offer to (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoingOffer or (iv) amend, Purchaser mayalter, without the consent add or waive any term of the Company, (i) extend Offer in any manner adverse to the Offer, if at holders of the scheduled or extended Shares. Purchaser shall as soon as practicable after the expiration date of the Offer any of Offer, which is expected to be no later than six trading days after the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentencein Japan, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the OfferOffer in Japan, Purchaser shall make Public Notice in the Nihon Keizai Shimbun and Asahi Shimbun (the "Public Notice"), shall file the Tender Offer Registration Statement (the "Registration Statement") with the Director of the Kanto Local Finance Bureau ("DKLFB") and shall make available in Japan the Tender Offer Application Form (the "Application Form") and the Explanatory Statement (the "Explanatory Statement" and, together with the Public Notice, the Registration Statement and the Application Form, the "Domestic Offer Documents"). On the date of commencement of the Offer in the United States, Purchaser shall file with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 14D-1, as supplemented or amended from time to time (the "Schedule 14D-1") ), and Schedule 13E-3, as supplemented or amended from time to time (the "Schedule 13E-3"), with respect to the Offer, which shall contain an offer the Offer to purchase Purchase and a related letter the Letter of transmittal and Transmittal, summary advertisement and any other ancillary documents and instruments pursuant to which the Offer will be made (such the Schedule 14D-1 14D-1, the Schedule 13E-3 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Foreign Offer Documents"), . The "Domestic Offer Documents" and the "Foreign Offer Documents" are collectively referred to herein as the "Offer Documents." Purchaser shall agrees to take all necessary steps to cause the Domestic Offer Documents and any related documents to be disseminated filed with the Offer Documents to holders of Common Stock appropriate agencies or authorities as and to the extent required by the Applicable Japanese Laws or any other applicable Federal securities lawslaws of Japan. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected and Schedule 13E-3 to be filed with the SEC and the other Foreign Offer Documents as so corrected to be disseminated to holders of Common StockShares, in each case case, as and to the extent required by applicable U.S. Federal securities laws. The Company and its counsel counsel, as well as the Board of Directors consisting of the Disinterested Directors and their counsel, shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the DKLFB and the SEC or and prior to dissemination to the stockholders of the CompanyShareholders. Purchaser shall consider all comments in good faith. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from Company, the SEC or its staff with respect to Board of Directors consisting of the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.Disinterested Directors and

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII and that the provisions of this AgreementCompany has complied with its obligations under Section 1.2, as promptly as practicable after the date of this Agreement but in no event later more than five ten (10) business days after the date of this Agreement (or such later date as the public announcement by Purchaser and the Company of this Agreementparties may agree), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant . (b) Subject to the Offer shall be subject only terms and conditions of this Agreement and to the satisfaction, or waiver (to the extent permitted under this Agreement) by Purchaser, of the conditions set forth in Exhibit A Annex I (collectively, the “Offer Conditions”) as of the Expiration Date in accordance with Section 1.1(d), Purchaser shall promptly on or after the Expiration Date accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and pay (by delivery of funds to the Depository Agent) for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer. Parent shall on or prior to the Expiration Date provide or cause to be provided to Purchaser, on a timely basis, the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective as promptly as practicable after the Offer Acceptance Time. (c) The Offer shall be made by means of an offer to purchase (the "“Offer to Purchase”) in accordance with the terms set forth in this Agreement, and with consummation thereof subject to the Minimum Condition and the other Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Offerthis Agreement; provided, except thathowever, that unless otherwise provided by this Agreement, without the prior written consent of the Company (which consent may be withheld in the sole discretion of the Company), Purchaser shall not (iA) reduce decrease the number of Shares subject to the OfferOffer Price other than in accordance with Section 1.1(f), (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vB) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or supplement any of the terms of the Offer or the Offer Conditions in a manner that adversely affects holders of Shares, (F) amend, modify or waive the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated in accordance with Article VIII. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (Boston time) on the date that is twenty (20) business days (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 Date”) or, in the event the Initial Expiration Date 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 Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) Notwithstanding any provision to the foregoingcontrary contained in this Agreement but subject to the parties’ respective rights to terminate the Agreement pursuant to Article VIII, (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the CompanyCompany or any other Person), (i) extend the OfferOffer on one or more occasions, if at the scheduled or extended expiration date for an additional period of the up to 10 business days per extension, to permit such Offer any of the Offer Conditions shall not Condition to be satisfied or waived, until such time as such conditions are satisfied or waivedsatisfied, (ii) Purchaser shall extend the Offer for from time to time for: (A) any period required by any ruleLaw, regulation, any interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof or any rules and regulations of the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer, and (B) periods of up to 10 business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer and under the HSR Act or any applicable foreign Antitrust Law shall have expired or been terminated, (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer for any reason on one or more occasions for an aggregate additional period of not more than 15 up to 10 business days per extension, to permit such Offer Condition to be satisfied, and (iv) if the Company has delivered a Change of Status Notice to Parent, and the Company so requests, Purchaser shall extend the Offer on one or more occasions so that the Expiration Date does not occur earlier than two (2) business days immediately after the expiration of the Notice Period or Intervening Event Notice Period, as applicable; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the latest expiration date that would otherwise earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8.1 and (y) the End Date (such earlier date, the “Extension Deadline”), (2) be permitted under clause (i) to extend the Offer beyond the Extension Deadline without the prior written consent of the Company, or (ii3) be permitted, without the prior written consent of the Company, which shall not be unreasonably withheld, or required by the Company, to extend the Offer by periods exceeding an aggregate of 20 business days in the event that (x) the Company has not delivered to Parent a Change of Status Notice and (y) each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any then scheduled Expiration Date and the Minimum Condition shall not have been satisfied as of such scheduled Expiration Date. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1. (f) The Offer Price shall be adjusted appropriately and proportionately 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 on or after the date hereof and at or prior to the Offer Acceptance Time, 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; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this sentenceAgreement. (g) Nothing in this Section 1.1 shall be deemed to impair, in each case subject to limit or otherwise restrict the right of the Company, Purchaser or the Company Parent to terminate this Agreement pursuant to Section 8.1. In the event that this Agreement is terminated pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment(and Parent shall cause Purchaser to) as promptly as practicable irrevocably and unconditionally terminate the Offer, and pay for, all shall not acquire any Shares validly tendered and not withdrawn pursuant to the Offer that and shall cause any depository acting on behalf of Purchaser becomes obligated to accept for paymentreturn, and pay for pursuant in accordance with applicable Law, all tendered Shares to the Offer as soon as practicable after the expiration of the Offerregistered holders thereof. (bh) On As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which shall the “Schedule TO”) that will contain an offer or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which ii) cause the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), to Purchase and Purchaser shall cause related documents to be disseminated the Offer Documents to holders of Common Stock Shares, in each case as and to the extent required by applicable Federal securities lawsLaw. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, Purchaser and the Company each agrees to promptly to correct any 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, and Purchaser Parent further agrees to take use all steps necessary reasonable efforts to promptly cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to promptly be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company and its shall promptly furnish in writing or otherwise make available to Parent, Purchaser or Parent’s legal counsel shall be given reasonable opportunity to review and comment upon in writing any information concerning the Offer Documents prior to their filing with the SEC or dissemination Acquired Entities and, to the stockholders of extent reasonably available to the Company. Purchaser agrees to provide the Company and its counsel , their stockholders or other equity owners that is required in connection with any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.action contemplated by this Section 1.1

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the provisions events or conditions set forth in Annex I hereto (other than clause (g) and (h)) shall have occurred and be continuing and not have been waived by Parent or Purchaser, as promptly as reasonably practicable and, in any event, within ten (10) Business Days following the date of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence (within the Offermeaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price. The obligation obligations of the Purchaser to commence accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer not properly withdrawn shall be subject only to (i) there being validly tendered and not properly withdrawn prior to the expiration of the Offer that number of Shares which represents a majority of the Shares outstanding on a fully-diluted basis (the “Minimum Condition”) and (ii) the other conditions set forth in Exhibit A Annex I hereto. Subject to the prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer set forth in Annex I hereto, the Purchaser shall (the "Offer Conditions") (any of which may be waived and Parent shall cause Purchaser to), in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify accordance with the terms of the Offer, except that, without consummate the consent Offer and accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce which shall initially be the Offer Price, (iii) add to 20th Business Day following the Offer Conditions, (iv) except as provided in the next sentence, extend commencement of the Offer, or provided, however, that (vx) change if on the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer Conditions (as extended in accordance with this Agreement), all conditions to the Offer shall not be have been satisfied or waived, until the Purchaser may, from time to time, in its sole discretion, extend the Offer for such time period as such conditions are satisfied or waivedthe Purchaser may determine, (iiy) the Purchaser may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer Offer, and (iiiz) the Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, provided that, in no event shall the Offer or any “subsequent offering period” extend beyond the Outside Date without the mutual written consent of the Company and Parent. In addition, the Purchaser may increase the Offer Price and extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond to the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceextent required by Law in connection with such increase, in each case subject in its sole discretion and without the Company’s consent. Notwithstanding anything to the right contrary contained in this Agreement, neither Parent nor Purchaser shall, without the prior written consent of Purchaser or the Company (i) change or waive the Minimum Condition, (ii) reduce the Offer Price or decrease the number of Shares sought to terminate this Agreement pursuant to be purchased in the terms hereof. Subject to Offer, (iii) change the terms and conditions expiration date of the Offer and (except to the extent required or permitted pursuant to this AgreementSection 1.1(a)), Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant impose any condition to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant in addition to the Offer as soon as practicable after the expiration conditions set forth or referred to in this Section 1.1(a) or amend, modify or supplement any of the Offerterms of the Offer in any manner adversely affecting the holders of Shares. (b) On As soon as practicable on the date of commencement of the OfferOffer is commenced, Purchaser shall file with the SEC United States Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer, which shall contain an include the offer to purchase and a related purchase, form of the letter of transmittal and summary advertisement form of notice of guaranteed delivery (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Subject to the Company’s compliance with Section 1.2(b), Parent and the Purchaser shall cause to be disseminated the Offer Documents to be disseminated to holders of Common Stock Shares as and to the extent required by applicable Federal U.S. federal securities laws. Purchaser Parent and the Company each agrees Purchaser, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and respect or as otherwise required by Law. The Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case Shares as and to the extent required by applicable Federal U.S. federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents prior to their filing before they are filed with the SEC or dissemination and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the stockholders of Company and its counsel. In addition, Parent and the Company. Purchaser agrees to shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or the Purchaser’s, as the case may be, receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for(ii) a reasonable opportunity to participate in the response of Parent or Purchaser to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and/or Purchaser or their counsel in any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to discussions or meetings with the OfferSEC.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VII and none of the provisions of this Agreementevents set forth in Annex I shall have occurred and be continuing, Parent shall cause Purchaser, as promptly as practicable but in no event later than five business days after practicable, to commence (within the date meaning of Rule 14d-2 under the public announcement by Purchaser and Exchange Act), the Company of this Agreement, Purchaser shall commence Offer at the OfferOffer Price. The obligation of Purchaser to commence consummate the Offer and to accept for payment, payment and to pay for, for any Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction or waiver of the conditions set forth in Exhibit A Annex I, and (ii) the "satisfaction of the condition set forth in Annex II. The conditions to the Offer Conditions") (any set forth in Annex I are for the sole benefit of which Parent and Purchaser and may be waived asserted by Parent and Purchaser regardless of the circumstances giving rise to any such conditions, and Parent and Purchaser expressly reserve the right, in whole or in part by Purchaser in its their sole discretion, subject to Laws to waive any such condition. The condition to the Offer set forth in Annex II may not be waived by any party hereto. The initial expiration date of the Offer shall be the 21st Business Day following commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act). The Offer Price shall be net to each seller of Shares in cash, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions of the Offer. (b) Parent and Purchaser expressly reserves reserve the right right, in their sole discretion, to modify the terms and conditions of the Offer, except including, without limitation, to extend the Offer beyond any scheduled expiration date; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, Price or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, Offer (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waivedother than by adding consideration), (ii) extend the Offer for any period required by any ruleseek to purchase less than all outstanding Shares, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC"iii) or the staff thereof applicable impose material conditions to the Offer in addition to those set forth in Annex I. Upon the terms and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, payment and pay for, purchase all Shares validly tendered and not withdrawn pursuant prior to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (bc) On The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") subject to the conditions set forth in Annex I and Annex II. As soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "Schedule 14D-1TO") with respect to the OfferOffer that (i) will comply in all material respects with the provisions of all applicable federal securities Laws (except to the extent formally or tacitly waived by the Staff of the SEC), which shall (ii) will contain (including as an offer exhibit) or incorporate by reference the Offer to purchase and Purchase, a form of the related letter of transmittal transmittal, and (iii) may contain a summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to at Parent's sole discretion), which the Offer will be madedocuments, together with any supplements or amendments thereto, are referred to collectively herein as the "Offer Documents")." Each of Company, on the one hand, and Purchaser shall cause to be disseminated Parent and Purchaser, on the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each other hand, agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information the Schedule TO or the Offer Documents shall be, or have become become, false or misleading in any material respect, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC and the other Offer Documents Documents, as so corrected corrected, to be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal federal securities lawsLaws. The Parent and Purchaser shall provide Company and its counsel shall be given with a reasonable opportunity to review and comment upon on the Schedule TO and any Offer Documents prior to their filing before they are filed with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC. (cd) Notwithstanding the foregoing: (i) if, on the initial scheduled expiration date of the Offer, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act to have expired or been terminated, the Purchaser shall provide on a timely basis extend the funds necessary Offer from time to accept for paymenttime until five Business Days after the expiration or termination of the waiting period under the HSR Act; provided, and pay forhowever, any Shares that Purchaser becomes obligated shall not be required to accept for payment, and pay for, pursuant to extend the Offer beyond the date that is twenty days after the initial scheduled expiration date of the Offer. (e) Notwithstanding the foregoing, Parent and Purchaser may, in their sole discretion, elect to provide for a subsequent offering period pursuant to, and on the terms required by, Rule 14d-11 under the Exchange Act.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Article VIII, below, as promptly as practicable but in no event later than five business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser and in any event, within fifteen (15) Business Days, 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 of Purchaser Merger Sub to commence the Offer and accept for payment, payment and pay for, for any Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to: (i) the satisfaction of the Minimum Condition; and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A to this Agreement (together with the Minimum Condition, the “Offer Conditions”). Subject to the satisfaction, or waiver by Parent or Merger Sub, of the 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 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 the conditions set forth in Exhibit A this Agreement. (c) The Offer shall be made by means of an offer to purchase (the "“Offer to Purchase”) that 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) (any of which may be waived to waive, in whole or in part by Purchaser part, any Offer Condition, to increase the Offer Price or to make any other changes in its sole discretion). Purchaser expressly reserves the right to modify the terms and conditions of the Offer; provided, except thathowever, without the consent of that unless otherwise provided by this Agreement or as approved in writing by the Company, Purchaser Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) add to change, modify or waive the Offer ConditionsMinimum 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 holders of Company Common Stock of the Company, (v) except as otherwise provided in the next sentencethis Section 1.01, extend or otherwise change the expiration date of the Offer, or (vvi) change the form of consideration payable in the OfferOffer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any holders of Company Common Stock of the Company. (d) The Offer shall expire at midnight (eastern standard time) on the date that is 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) Merger Sub may extend the Offer Expiration Time at any time with the Company’s written consent. Notwithstanding the foregoing, Purchaser Merger Sub (i) may, without the consent of the Company’s consent, (i) extend the OfferOffer on one or more occasions for a period of ten (10) Business Days, if at the on any then-scheduled or extended expiration date of the Offer Expiration Time any of the Offer Conditions shall not be satisfied or or, in Merger Sub’s reasonable discretion, waived, until such time as such condition or conditions are satisfied or waived, waived and (ii) shall extend the Offer for any period required by applicable Law, any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "“SEC") or ”), the staff thereof or the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the October 31, 2016 (the “Outside Date”) and the termination of this Agreement. If, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in its sole discretion, then on not more than two (iii2) occasions at the request of the Company, Merger Sub shall extend the Offer for any reason on one or more occasions for an aggregate additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree) to permit such Offer Condition(s) to be satisfied; provided, however, that, without the Company’s written consent, Merger Sub shall not more than 15 business days beyond extend the latest expiration date that would otherwise Offer, and without Merger Sub’s prior written consent, Merger Sub shall not be permitted under clause (i) or (ii) of this sentencerequired to extend the Offer, in each case beyond the earlier of the Outside Date and the termination of this Agreement (f) On the terms and subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for paymentMerger Sub shall, and Parent shall cause Merger Sub to, accept and pay for, for (subject to any withholding of tax pursuant to Section 3.05) all Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration 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 OfferOffer 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”. (bg) On 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 VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, 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, all tendered Company Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the OfferOffer but not later than fifteen (15) Business Days thereafter, Purchaser Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”), . The Company shall promptly furnish to Parent and Purchaser shall cause Merger Sub all information concerning the Company required by the Exchange Act to be disseminated set forth in the Offer Documents. Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to holders be filed with the SEC and disseminated to the stockholders of Common Stock the Company, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. Purchaser Parent and Merger Sub, on the one hand, and the Company each agrees Company, on the other hand, agree to promptly to correct any 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, respect or as otherwise required by applicable Law. Parent and Purchaser Merger Sub further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents, as so corrected (if applicable), to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders the stockholders of Common Stockthe Company, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The 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 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 shall be given a reasonable opportunity to review and comment upon the on such Offer Documents prior or response, and Parent and Merger Sub shall give reasonable consideration to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (ci) Purchaser Parent shall provide or cause to be provided to Merger Sub, on a timely basis basis, the funds necessary to accept pay for payment, and pay for, any Shares shares of Company Common Stock that Purchaser Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (j) For purposes of this Agreement and the Offer, unless agreed by Parent and Merger Sub, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Merger Sub.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable after the date hereof, but in no any event later than five within ten (10) business days after the date of the public announcement by Purchaser and the Company of this Agreement, Parent shall cause Purchaser to, and Purchaser shall, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for all of the outstanding Company Common Shares (other than Company Common Shares described in Section 4.01(a)) for a price per Company Common Share equal to the Offer Price (as adjusted as provided in Section 2.01(f)). The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”. (b) As promptly as practicable, but in any event within three (3) business days after the later of: (i) the earliest date as of which Purchaser is permitted under applicable Law to accept for payment Company Common Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, Purchaser shall commence (and Parent shall cause Purchaser to) accept for payment all Company Common Shares tendered pursuant to the OfferOffer (and not validly withdrawn). The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any payment Company Common Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A satisfaction or waiver of each of the Offer Conditions (the "Offer Conditions") (and shall not be subject to any of which may be waived in whole or in part by Purchaser in its sole discretionother conditions). As promptly as practicable after the acceptance for payment of any Company Common Shares validly tendered pursuant to the Offer (and not properly withdrawn), Purchaser shall pay for such Company Common Shares. (c) The Buyer Parties expressly reserves reserve the right to modify increase the terms of Offer Price. Notwithstanding anything to the Offercontrary contained in this Agreement, except that, neither Parent nor Purchaser shall (without the prior written consent of the Company, Purchaser shall not ): (i) reduce change or waive the Minimum Condition; (ii) decrease the number of Company Common Shares subject sought to be purchased by Purchaser in the Offer, ; (iiiii) reduce the Offer Price, (iii) add to the Offer Conditions, ; (iv) extend or otherwise change the expiration date of the Offer (except as provided in the next sentence, extend the Offer, or Section 2.01(d)); (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing; or (vi) except as may be required by any Governmental Authority, Purchaser mayamend, without the consent of the Company, (i) extend the Offer, if at the scheduled modify or extended expiration date of the Offer supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Common Shares. (d) Unless extended as provided in this Agreement, the Offer shall not be satisfied or waived, until such time expire on the date (the “Initial Expiration Date”) that is twenty (20) business days (calculated as such conditions are satisfied or waived, set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. Notwithstanding the foregoing: (iii) Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the "“SEC"”) or its staff or the staff thereof NASDAQ Global Select Market (the “Nasdaq”) that is applicable to the Offer; provided that in no event shall Purchaser be required to extend the Offer beyond the Outside Date; (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and (iii) has not been waived, then, to the extent requested in writing by the Company, Purchaser shall extend the Offer for any reason on one or more occasions periods ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, that no individual extension shall be for an aggregate a period of not more than 15 ten (10) business days beyond days; (iii) if (A) the latest Company receives a Company Acquisition Proposal or an Adverse Recommendation Change shall have occurred, in either case ten (10) or fewer Business Days prior to the scheduled expiration date (as such expiration date may be extended and reextended in accordance with this Agreement), then, if (B) the Company provides Parent with a written request that would otherwise be permitted under clause Purchaser extend the Expiration Date, then Parent and Purchaser shall extend the Offer to such date as is necessary to ensure that the Offer does not expire until ten (i10) or Business Days from the date of such request; and (iiiv) of this sentencePurchaser may, in each case subject its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act following the Acceptance Time, and, if immediately following the Acceptance Time, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the Company Common Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the right extent requested by the Company, Purchaser shall provide for a subsequent offering period of Purchaser or the Company to terminate this Agreement pursuant to the terms hereofat least ten (10) business days. Subject to the terms and conditions of set forth in this Agreement and the Offer Offer, Parent shall cause Purchaser to, and this AgreementPurchaser shall, Purchaser shall accept for payment, payment and pay for, for all Company Common Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer during such subsequent offering period as soon promptly as practicable after any such Company Common Shares are tendered during such subsequent offering period and in any event in compliance with Rule 14d-11(c) promulgated under the expiration of the OfferExchange Act. (be) On The Offer may be terminated prior to its expiration date (as such expiration date may be extended and reextended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 10.01. (f) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Shares occurring or having a record date on or after the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect this Agreement and prior to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and payment by Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and for the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsShares. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to Buyer shall, as promptly as reasonably practicable after the provisions date of this Agreement, as promptly as practicable but in no event later than five business days after the tenth (10th) Business Day following the date of this Agreement (unless another date is agreed in writing by the public announcement by Purchaser and parties hereto) commence (within the Company meaning of this Agreement, Purchaser shall commence Rule 14d-2 promulgated under the Exchange Act) the Offer. The obligation obligations of Purchaser Buyer to commence the Offer and accept for payment, and pay for, any Shares Offer Securities validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A Annex I (the "“Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion”). Purchaser expressly reserves The date on which Bxxxx commences the right Offer is referred to modify as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject to the satisfaction or waiver (to the extent such waiver is permitted hereunder and not prohibited by applicable Law) of the Offer Conditions, Buyer shall (and Parent shall cause Buyer to), at or as promptly as practicable following the Expiration Time (but in any event on the first Business Day immediately thereafter), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event no later than the Business Day immediately thereafter (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay (by delivery of funds to the Depositary Agent for the Offer) for all Offer Securities validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing”). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Offer Consideration payable in respect of each Offer Security pursuant to the first sentence of this Section 2.1(b) shall be paid (without interest and less applicable withholding Taxes) on the terms and subject to the conditions of this Agreement. (c) Buyer may at any time (x) increase the Offer Consideration, or (y) waive, or make changes to certain terms of, or conditions to, the Offer, if not inconsistent with the terms of the Offerthis Agreement; provided, except that, without the prior written consent of the Company, Purchaser Buyer shall not (and Parent shall cause Buyer not to): (i) reduce waive or change the number of Shares subject to the OfferMinimum Tender Condition, other than as set forth in this Section 2.1(c); (ii) reduce decrease the Offer Price, Consideration; (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable to be paid in the Offer. Notwithstanding ; (iv) decrease below the foregoing, Purchaser may, without Minimum Percentage Threshold the consent number of Shares or ADSs sought in the Company, Offer; (iv) extend or otherwise change the OfferExpiration Time, if at the scheduled except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or extended expiration date of the Offer otherwise amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner adverse to the holders of Shares or ADSs. Notwithstanding anything to the contrary set forth herein, Buyer may, in its sole discretion, waive or change the Minimum Tender Condition to decrease the threshold percentage of issued and outstanding Shares and ADSs required to be validly tendered and not withdrawn to meet the Minimum Tender Condition to represent a percentage no lower than fifty-one percent (51%) of the issued and outstanding Shares (excluding any Shares held in treasury by the Company or owned by any of the Company’s Subsidiaries) immediately prior to the Expiration Time (such minimum percentage, the “Minimum Percentage Threshold”); provided that, to the extent practicable, Buyer shall not be satisfied notify the Company in writing prior to making such waiver or waivedchange. (d) The Offer shall initially expire one minute after 11:59 p.m. (New York City Time), until or at such other time as the parties hereto may mutually agree, on the date that is twenty (20) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (unless another date is agreed in writing by the parties hereto) (such conditions are satisfied initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and in accordance with Section 2.1(e), the date and time to which the Offer has been so extended (the Initial Expiration Time, or waivedsuch later expiration date and time to which the Offer has been so extended, the “Expiration Time”). (iie) Unless this Agreement has been terminated in accordance with ARTICLE VI, Buyer may or shall (in which case Parent shall cause 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 any the minimum period as required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or , the staff thereof thereof, or Nasdaq, as applicable to the Offer, including as may be required in the event that the Minimum Tender Condition is changed in accordance with Section 2.1(c); (ii) if, at the then-scheduled Expiration Time, (A) any of the Offer Conditions, other than the Minimum Tender Condition, has not either been satisfied or waived by Buyer (to the extent such waiver is permitted under this Agreement or applicable Law), then, unless otherwise agreed by Parent and the Company, Buyer shall (iiiand Parent shall cause Buyer to) extend the Offer for any reason on one or more occasions for an aggregate in consecutive periods of ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City Time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); or (B) all of the Offer Conditions, other (1) than the Minimum Tender Condition and (2) the Offer Condition in paragraph 2(d) of Annex I, have either been satisfied or waived by Buyer (to the extent such waiver is permitted under this Agreement or applicable Law), then Buyer may (and, at the request of the Company, Buyer shall (and Parent shall cause Buyer to)) extend the Offer on one or more occasions in consecutive periods of ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City Time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company) in order to permit the satisfaction of the Minimum Tender Condition, it being understood and agreed that Buyer shall not be required by the Company to extend the Offer pursuant to this clause (B) on more than 15 business days beyond three (3) occasions, but may, in its sole and unlimited discretion, elect to do so; provided, however, that in no event pursuant to either clause (A) or (B) shall Buyer be required to extend the latest expiration Offer to a date that would otherwise later than the Outside Date (as the Outside Date may be permitted extended pursuant to Section 6.2(b)); or (iii) Buyer may extend the Offer to such other date and time as may be mutually agreed by Pxxxxx and the Company in writing. (f) 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 2.1(e)) unless this Agreement is validly terminated pursuant to ARTICLE VI. If the Offer is terminated in accordance with this Agreement by Parent prior to the acceptance for payment and payment for the Offer Securities tendered pursuant to the Offer, Buyer shall (and Parent shall cause Buyer to) as promptly as practicable, and in any event within three (3) Business Days of the termination, return, and shall cause the Depositary Agent or any other depositary acting on behalf of Buyer to return, in accordance with applicable Law, all tendered Offer Securities to the registered holders thereof. Nothing in this Section 2.1(f) shall affect any termination rights under clause ARTICLE VI. (g) As soon as practicable on the Offer Commencement Date, Parent and Buyer shall (i) file or (ii) of this sentence, in each case subject cause to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall contain contains or incorporates by reference an offer to purchase and a related letter of transmittal and summary advertisement other appropriate ancillary offer documents required to be included therein (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments or supplements or amendments thereto and including exhibits thereto, the "“Offer Documents"), ”) and Purchaser shall (ii) cause to be disseminated the Offer Documents to be disseminated to holders of Common Stock as and the Offer Securities to the extent required by applicable Federal United States federal securities lawsLaws and any other applicable Law. Purchaser The Company shall furnish promptly to Parent and Buyer all information concerning the Company required by the Exchange Act and applicable Law, or as reasonably requested by Parent, to be set forth in the Offer Documents. Parent and Buyer shall cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. Each of Parent and Buyer, on the one hand, and the Company each Company, on the other hand, agrees promptly to correct any information provided by it for use inclusion or incorporation by reference in the Schedule TO and the Offer Documents if and to the extent that such information shall have has become (or has become known to be) false or misleading in any material respect, . Parent and Purchaser further agrees to take all steps necessary Buyer shall use their reasonable best efforts to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stockthe Offer Securities, in each case as and to the extent required by applicable Federal United States federal securities lawsLaws and any other applicable Law. The Unless the Company Board has effected a Change of Board Recommendation, Parent and Buyer shall give the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents prior to their filing each time before any such document is filed with the SEC SEC, and Parent and Buyer shall give reasonable consideration to all reasonable additions, deletions or dissemination changes to such documents (and any amendments thereto) suggested thereto by the stockholders of the CompanyCompany and its counsel. Purchaser agrees to Parent and Buyer shall provide the Company and its counsel with (A) any comments Purchaser or its other communications, whether written or oral, that Parent and Buyer or their counsel may receive from time to time from the SEC or its staff or other Governmental Bodies with respect to the Schedule TO or the Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the responses of Parent and Buyer to those comments and to provide comments on those responses (and Parent and Buyer shall give reasonable consideration to all reasonable additions, deletions or changes to such responses suggested by the Company and its counsel), including by participating with Parent and Buyer or their counsel in any discussions or meetings with the SEC or other Governmental Bodies to the extent such participation is not prohibited by the SEC or other Governmental Bodies. The parties hereto agree that, notwithstanding the notice provisions of this Agreement, communications with respect to the Offer Documents promptly after the receipt Documents, including communications related to any SEC comments, may be made on behalf of such commentseach party by email through their respective counsel. (ch) Purchaser At least five (5) Business Days prior to the Offer Commencement Date, Parent shall provide on appoint a timely basis bank or trust company that is reasonably acceptable to the funds necessary Company to accept act, among other things, as depositary agent for paymentthe Offer and transfer agent to assist with Share transfers in the Euroclear system and payments for Shares not represented by ADSs (the “Depositary Agent”). At least two (2) Business Days prior to the Acceptance Time, Parent will deposit, or cause to be deposited, with the Depositary Agent cash sufficient to make the payments to the holders of Shares and pay for, any Shares that Purchaser becomes obligated ADSs to accept be accepted for payment, and pay for, purchase pursuant to the OfferOffer at the Acceptance Time in accordance with Section 2.1 (such amount, the “Payment Fund”). (i) If the Payment Fund is insufficient to make the payments contemplated by Section 2.1(h), Parent will deposit, or cause to be deposited, promptly additional funds with the Depositary Agent in an amount sufficient to make such payments. The Payment Fund will not be used for any purpose other than as expressly provided for in this Agreement. The Payment Fund will be invested by the Depositary Agent as directed by Parent; provided that such investments will be solely in (i) obligations of or guaranteed by the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding one billion dollars or (iv) money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument may have a maturity exceeding three (3) months. (j) Parent shall cause the Depositary Agent to (i) cooperate with the ADS Depositary and cause the distribution of the Offer Consideration payable in respect of each ADS pursuant to the first sentence of Section 2.1(b) to holders of such ADSs upon surrender by them of such ADSs and deliver to Buyer the number of Shares represented by such surrendered ADSs and (ii) distribute the Offer Consideration payable in respect of each Share not represented by an ADS pursuant to the first sentence of Section 2.1(b).

The Offer. (aA) Subject to the provisions of Provided that this AgreementAgreement shall not have previously been validly terminated in accordance with Section 7, as promptly as practicable after the date hereof, but in no any event later than five within ten business days after the date of the public announcement by Purchaser and the Company of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for all of the outstanding Company Shares (including any Company Shares subject to repurchase rights in favor of the Company) for consideration per Company Share consisting of the Offer Price. (The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the "Offer Commencement Date"). (B) As promptly as practicable on the later of: (i) the earliest date as of which Purchaser is permitted under applicable Legal Requirements to accept for payment Company Shares tendered pursuant to the Offer; and (ii) the earliest date as of which each of the conditions set forth in Annex I (the "Offer Conditions") shall have been satisfied or waived, Purchaser shall (and Parent shall cause Purchaser to) accept for payment all Company Shares tendered pursuant to the Offer (and not validly withdrawn). The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any payment Company Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A satisfaction or waiver of each of the Offer Conditions (the "Offer Conditions") (and shall not be subject to any of which may be waived in whole or in part by Purchaser in its sole discretionother conditions). Purchaser expressly reserves As promptly as practicable after the right acceptance for payment of any Company Shares tendered pursuant to modify the terms of the Offer, except thatPurchaser shall pay for such Company Shares. (C) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall (without the prior written consent of the Company, Purchaser shall not ): (i) reduce change or waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Shares subject sought to be purchased by Purchaser in the Offer, ; (iiiii) reduce the Offer Price, (iii) add to the Offer Conditions, ; (iv) extend or otherwise change the expiration date of the Offer (except as provided in to the next sentence, extend the Offer, or extent required pursuant to Section 1.1(d)); (v) change the form of consideration payable in the Offer; or amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Shares. (D) Unless extended as provided in this Agreement, the Offer shall expire on the date (the "Initial Expiration Date") that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. Notwithstanding the foregoing, Purchaser mayif, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser, without the consent of the Company, may extend (iand re-extend) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer its expiration date for any reason on one or more occasions periods ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, that no individual extension shall be for an aggregate a period of not more than 15 10 business days beyond without the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders written consent of the Company. The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 7. (E) Purchaser agrees may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) (and, if immediately following the Acceptance Time (as defined in Section 1.4(a)), Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the Company Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and its counsel not withdrawn), to the extent requested by the Company, Purchaser shall provide for a subsequent offering period of at least 10 business days) in accordance with Rule 14d-11 under the Exchange Act following the Acceptance Time. (F) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any comments Purchaser stock split, division or its counsel may receive from the SEC subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or its staff other similar transaction with respect to the Offer Documents promptly Company Shares occurring or having a record date on or after the receipt date of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, this Agreement and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant prior to the Offerpayment by Purchaser for the Company Shares.

The Offer. (a) Subject to Purchaser shall commence the provisions of this Agreement, Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the date of the public announcement by Purchaser and the Company of this AgreementDecember 5, Purchaser shall commence the Offer2003. The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any payment Common Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit Annex A (the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion)hereto. Purchaser expressly reserves the right to modify waive any such condition, to increase the price per share payable in the Offer, to extend the offer to provide for "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act and to make any other changes in the terms and conditions of the Offer; provided, except however, that, without the prior written consent of the Company, Purchaser shall not (i) reduce decrease the number of Shares subject to price per share payable in the Offer, (ii) reduce the Offer Pricemaximum number of Common Shares to be purchased in the Offer, (iii) add impose conditions to the Offer Conditionsin addition to those set forth in Annex A hereto, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoingOffer or (v) amend, Purchaser may, without the consent add to or waive any other term of the CompanyOffer in any manner that would be, (i) extend in any significant respect, adverse to the Company or the Shareholders. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, and shall be reduced by the per share distributions, if any, declared and payable by the Company to Shareholders from and after the date hereof until the expiration of the Offer, if at upon the scheduled or extended expiration date terms and subject to the conditions of the Offer any Offer. Upon expiration of the Offer Conditions shall Offer, Purchaser shall, accept for payment shares validly tendered and not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend withdrawn pursuant to the Offer and pay for any period required by all such shares promptly following the acceptance of shares for payment in accordance with applicable Law and any rule, regulation, regulation or interpretation or position of the Securities and Exchange Commission (the "SEC") or ). Notwithstanding the staff thereof applicable to the Offer immediately preceding sentence and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right applicable rules of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to SEC and the terms and conditions of the Offer and this AgreementOffer, Purchaser shall accept expressly reserves the right to delay payment for payment, and pay for, all Shares validly tendered and not withdrawn pursuant shares to the Offer that Purchaser becomes obligated to accept extent required for paymentcompliance in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, and pay for pursuant to as amended (the Offer as soon as practicable after the expiration of the Offer"Exchange Act"). (ba) On As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "Schedule 14D-1TO") with respect to the Offer, which . The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a forms of the related letter of transmittal and any related summary advertisement (such the Schedule 14D-1 and the documents included therein pursuant to which TO, the Offer will be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly agree to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectmisleading, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC SEC, and the other Offer Documents Documents, as so corrected corrected, to be disseminated to holders of Common StockShareholders, in each case as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject a. On the terms and subject to the provisions conditions of this Agreement, we hereby confirm your appointment as promptly exclusive Agent of Camden during the term of this Agreement (the "Term") to assist Camden in the consummation of the Stock Offering conducted in accordance with the Securities Act of 1933, as practicable but in no event later than five business days after amended (the "Securities Act"). The Term shall end on the date on which the contemplated closing is completed, unless earlier terminated. Subject to the performance by Camden of all its obligations hereunder and to the completeness and accuracy of all of the public announcement by Purchaser representations and warranties of Camden, you hereby accept such agency and agree on the Company of this Agreement, Purchaser shall commence the Offer. The obligation of Purchaser to commence the Offer terms and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (this Agreement to use your best efforts to assist Camden in selling the "Offer Conditions") (Shares pursuant to the Registration Statement. You shall have no obligation or commitment to purchase any of the Shares or to assure the sale of any minimum or maximum number of Shares. b. Your agency under this Agreement is coupled with an interest and, therefore, is not terminable by Camden without your permission unless you breach this Agreement in any material respect. Unless sooner terminated upon the occurrence of such a breach, your agency under this Agreement will continue during the Term. In the event that your agency is terminated as provided in this Section 1(b), neither you nor Camden shall have any further obligations hereunder, except as provided in Sections 7, 8, and 10 hereof, which may shall survive such termination. c. A subscription for the Shares for each purchaser shall be waived evidenced by the execution by such purchaser of a Purchase Agreement in whole or in part the form attached hereto as Annex A. It is understood that the Purchase Agreement shall not be regarded as effective unless and until it is executed by Purchaser Camden, which reserves the right to refuse to execute the Purchase Agreement in its sole discretion). Purchaser expressly reserves the right to modify the terms , Camden promptly shall notify you in writing of the Offer, except that, without the consent execution of the Company, Purchaser shall not (i) reduce the number each Purchase Agreement or of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, termination thereof or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent termination of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") negotiations with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 7.1, as promptly as practicable but (and in no any event later than five business days within ten (10) Business Days) after the date Agreement Date, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to acquire all of the public announcement by Purchaser and Shares for cash consideration per Share equal to the Company of this Agreement, Purchaser shall commence the Offer. Offer Consideration. (b) The obligation of Purchaser Merger Sub to, and of Parent to commence the Offer and cause Merger Sub to, accept for payment, payment and pay for, acquire any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Merger Sub or Parent, of the conditions set forth in Exhibit Annex A (the "“Offer Conditions"”). Subject to the satisfaction, or waiver by Merger Sub or Parent, of the 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 thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable (and in any event within three (3) Business Days) after the Expiration Date and in any event in compliance with Rule 14e-1(c) under the Exchange Act (the time of such acceptance for payment, the “Acceptance Time”). The Offer Consideration in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the former holder thereof in cash, without interest, subject to the deduction or withholding of any Taxes as contemplated in Section 2.10, on the terms and subject to the conditions set forth in this Agreement. The time scheduled to provide the Offer Consideration for the Shares accepted for payment pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which may the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” (c) The Offer shall be waived made by means of an offer to acquire the Shares that describes the terms and conditions of the Offer as set forth in this Agreement (the “OTP”). Merger Sub and Parent expressly reserve the right to waive (in whole or in part by Purchaser part) any Offer Condition at any time and from time to time, to increase the Offer Consideration or to make any other changes in its the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that without the prior written consent of the Company (which may be granted or withheld in the Company’s sole discretion). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Purchaser Merger Sub shall not (i) reduce decrease the Offer Consideration, including by reducing the Cash Amount or the amount or number of Shares subject any of the Milestone Payments underlying the CVR to the Offerbe paid per Share (other than in connection with Section 1.1(g) hereof), (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be acquired in the Offer (other than pursuant to Section 1.1(g) hereof), (iv) amend or modify (x) any of the Offer Conditions in a manner that is, or would reasonably be expected to be, adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions or (y) any other terms or conditions of the Offer in a manner that is, or would reasonably be expected to be, materially adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions, (v) impose conditions to the Offer in addition to the Offer Conditions, (vi) amend, modify or waive the Minimum Condition or the Regulatory Condition (other than waivers of the Regulatory Condition to the extent not related to the jurisdictions set forth on Schedule A-3), (vii) accelerate, extend or otherwise change any time period for the performance of any obligation of Merger Sub or Parent (including the Expiration Date) other than pursuant to and in accordance with this Agreement, (viii) take any action (or fail to take any action) that would result in the Merger not being permitted to be effected pursuant to Section 251(h) of the DGCL, (ix) provide any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act or (x) amend or modify the terms of the CVR or the CVR Agreement (other than as set forth in the definition thereof). (d) Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., 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 (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such date being the “Initial Expiration Date”). Notwithstanding the foregoing, Purchaser mayif as of the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied or, to the extent waivable in accordance with the terms hereof, has not been waived by Merger Sub or Parent, Merger Sub shall (subject to the rights or remedies of the parties hereto hereunder, including under Article VII), extend the Offer and its expiration date beyond the Initial Expiration Date (the Initial Expiration Date as it may be extended herein is referred to as the “Expiration Date”) on one or more occasions, in consecutive increments of up to ten (10) 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), to permit such Offer Condition to be satisfied (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this sentence if all Offer Conditions have been satisfied or waived in accordance with the terms hereof); provided, however, that in no event shall Merger Sub (i) be required to extend the Offer beyond the Outside Date or (ii) be permitted to extend the Offer beyond the Outside Date without the prior written consent of the Company; and provided further, that Merger Sub shall not be required to extend the Offer beyond the Expiration Date that immediately follows the satisfaction of the Regulatory Condition on more than four (4) occasions, not to exceed an aggregate of forty (40) Business Days (provided that each such extension will be ten (10) Business Days unless the Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived, other than the Minimum Condition and conditions which by their nature are to be satisfied at the expiration of the Offer. Notwithstanding anything herein to the contrary, Merger Sub shall, without the written consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (SEC or its staff, any rule or regulation of the "SEC") Nasdaq, or the staff thereof any other applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceLaw, in each case subject case, applicable to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (be) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except in the event of a termination of this Agreement pursuant to Section 7.1. In the event that this Agreement is terminated pursuant to Section 7.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, not acquire any Shares pursuant thereto, and cause any depositary acting on its behalf to promptly return in accordance with applicable Law all tendered Shares to the registered holders thereof. (f) On the commencement date of commencement of the Offer, Purchaser 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 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which shall supplements and exhibits thereto, the “Schedule TO”) that will contain an offer to purchase and a or incorporate by reference the OTP, the form of the related letter of transmittal and transmittal, the summary advertisement (such Schedule 14D-1 and the other ancillary Offer documents included therein pursuant to which the Offer will be mademade and instruments pursuant to which the Offer will be made (collectively, and together with any all exhibits, amendments and supplements or amendments thereto, the "“Offer Documents"”), ; and Purchaser shall (ii) cause the Schedule TO and related Offer Documents to be disseminated to the Offer Documents to holders of Common Stock Shares as and to the extent required by applicable Federal securities lawsLaw. Purchaser Parent and Merger Sub shall (x) cause the Schedule TO and the Offer Documents to comply as to form in all material respects with the requirements of applicable Law and (y) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. The Company shall promptly furnish to Merger Sub and Parent in writing all information concerning the Company and its stockholders that may be required by applicable Law to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(f). 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 Xxxxxx Sub and Parent shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Each of Merger Sub, Parent and the Company each agrees to promptly to correct any information provided by it for use in the Offer Documents Documents, (x) if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Purchaser (y) to correct any material omissions therein. Merger Sub and Parent further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected (if applicable) to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company and its Upon receipt of any written or oral comments by Xxxxxx Sub, Parent or their counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with from the SEC or dissemination its staff with respect to the stockholders of Offer Documents, or any request from the Company. Purchaser agrees SEC or its staff for amendments or supplements to the Offer Documents, Merger Sub and Parent agree to (i) promptly provide the Company and its counsel with a copy of any such written comments or requests (or a description of any such oral comments or requests); (ii) provide the Company and its counsel a reasonable opportunity to comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments 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 Xxxxxx Sub and Parent in response thereto. Parent and Merger Sub shall respond promptly to any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after or the receipt of such commentsOffer. (cg) Purchaser If, during the period commencing on the Agreement Date and ending at the Acceptance Time, the Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Consideration shall be appropriately adjusted; provided, however, that nothing in this Section 1.1(g) shall be construed to permit or require the Company to take any action with respect to the 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 on a timely basis the funds in respect of the aggregate Cash Amount necessary to accept for payment, and pay for, acquire any Shares that Purchaser Merger Sub becomes obligated to accept for payment, and pay for, acquire pursuant to the Offer, which funds shall be deposited with the Payment Agent concurrently with or promptly following the Acceptance Time. (i) At or prior to the Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by the Rights Agent.

The Offer. (a) Subject to Buyer shall, as promptly as reasonably practicable after the provisions date of this Agreement, as promptly as practicable but in no event later than five business days after the tenth (10th) Business Day following the date of this Agreement (unless another date is agreed in writing by the public announcement by Purchaser and parties hereto) commence (within the Company meaning of this Agreement, Purchaser shall commence Rule 14d-2 promulgated under the Exchange Act) the Offer. The obligation obligations of Purchaser to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary Buyer to accept for payment, and pay for, any Shares that Purchaser becomes obligated Offer Securities validly tendered and not properly withdrawn pursuant to the Offer shall be subject to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I (the “Offer Conditions”). The date on which Xxxxx 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 satisfaction or waiver (to the extent such waiver is permitted hereunder and not prohibited by applicable Law) of the Offer Conditions, Buyer shall (and Parent shall cause Buyer to), at or as promptly as practicable following the Expiration Time (but in any event on the first Business Day immediately thereafter), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event no later than the Business Day immediately thereafter (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay (by delivery of funds to the Depositary Agent for the Offer) for all Offer Securities validly tendered and pay for, not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing”). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Offer Consideration payable in respect of each Offer Security pursuant to the first sentence of this Section 2.1(b) shall be paid (without interest and less applicable withholding Taxes) on the terms and subject to the conditions of this Agreement. (c) Buyer may at any time (x) increase the Offer Consideration, or (y) waive, or make changes to certain terms of, or conditions to, the Offer, if not inconsistent with the terms of this Agreement; provided, that, without the prior written consent of the Company, Buyer shall not (and Parent shall cause Buyer not to): (i) waive or change the Minimum Tender Condition, other than as set forth in this Section 2.1(c); (ii) decrease the Offer Consideration; (iii) change the form of consideration to be paid in the Offer; (iv) decrease below the Minimum Percentage Threshold the number of Shares or ADSs sought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner adverse to the holders of Shares or ADSs. Notwithstanding anything to the contrary set forth herein, Buyer may, in its sole discretion, waive or change the Minimum Tender Condition to decrease the threshold percentage of issued and outstanding Shares and ADSs required to be validly tendered and not withdrawn to meet the Minimum Tender Condition to represent a percentage no lower than fifty-one percent (51%) of the issued and outstanding Shares (excluding any Shares held in treasury by the Company or owned by any of the Company’s Subsidiaries) immediately prior to the Expiration Time (such minimum percentage, the “Minimum Percentage Threshold”); provided that, to the extent practicable, Buyer shall notify the Company in writing prior to making such waiver or change. (d) The Offer shall initially expire one minute after 11:59 p.m. (New York City Time), or at such other time as the parties hereto may mutually agree, on the date that is twenty (20) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (unless another date is agreed in writing by the parties hereto) (such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and in accordance with Section 2.1(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 Offer has been so extended, the “Expiration Time”).

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Article VII, and none of the events set forth in paragraphs (a), (b), (c) (to the provisions extent performance is required theretofore), (e) and (f) of this AgreementAnnex I hereto shall have occurred and be continuing, as promptly as practicable but and in no any event later than five business days within ten Business Days after the date of the public announcement by Purchaser and the Company of this Agreementhereof, Purchaser Parent shall commence (within the Offer. The obligation meaning of Purchaser Rule 14d-2 under the Exchange Act) an offer to commence the Offer and accept for payment, and pay for, any purchase all outstanding Company Common Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce at the Offer Price, (iii) add to the Offer Conditionsand shall, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date upon commencement of the Offer any of but after affording the Offer Conditions shall not be satisfied or waivedCompany reasonable opportunity to review and comment thereon, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of file a Schedule TO and all other necessary documents with the Securities and Exchange Commission (the "“SEC"”) or and make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceExchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall use its commercially reasonable efforts to consummate the Offer, subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereofand conditions thereof. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the conditions set forth in Annex I hereto (the “Tender Offer Conditions”), Parent shall, as soon as possible after the expiration of the Offer and this Agreement(or, Purchaser shall accept for paymentif applicable, and pay forthe expiration of the “initial offering period”), all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for (after giving effect to any required withholding Tax), all Company Common Shares validly tendered pursuant to the Offer as soon as practicable after and not withdrawn (the expiration of the Offer. (b) On the first date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments theretoacceptance for payment, the "Offer Documents"“Acceptance Date”), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser Parent and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect and Purchaser further agrees to Parent shall take all steps necessary to cause the Schedule 14D-1 TO, as so corrected or supplemented, to be filed with the SEC and the other Offer Documents Documents, as so corrected or supplemented, to be disseminated to holders of Common Stockshares, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel Parent shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company with (in writing, if written), and its counsel shall consult with the Company regarding, any comments Purchaser comment (written or oral) that may be received by Parent or its counsel may receive from the SEC or its staff with respect to the Offer Documents as promptly as practicable after the receipt of thereof. The Company and its counsel shall be given a reasonable opportunity to review and comment on any such commentswritten and oral comments and proposed responses. (cb) Purchaser Without the prior written consent of the Company, Parent shall provide on not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of Company Common Shares sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Company Common Shares. Parent may, in its sole and absolute discretion, increase the price per Company Common Share payable in the Offer without the consent of the Company. The initial expiration date of the Offer shall be the twentieth business day (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act). Parent expressly reserves the right to waive any condition to the Offer (provided that any waiver of the Minimum Tender Condition shall require the prior written consent of the Company) or modify the terms of the Offer, subject to compliance with the Exchange Act and the first sentence of this subsection (b); provided that all such modifications to the terms of the Offer (other than a timely basis modification to increase the funds necessary Offer Price or to waive a condition to the Offer) shall not, in the aggregate, reasonably be expected to delay the Acceptance Date by more than ten Business Days after the first public dissemination of notice of any such modification. Except as expressly provided in this subsection (b), Parent shall not extend the Offer if all of the conditions of the Offer are satisfied or waived and it is permitted under applicable Law to accept for paymentpayment and pay for tendered shares. Notwithstanding the foregoing, Parent shall extend the Offer at any time, and pay forfrom time to time: (1) if at the then-scheduled expiration date of the Offer any of the Tender Offer Conditions shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; provided that any extension shall be in increments of not more than three Business Days (unless a longer period of time is agreed to by the Company in writing, such agreement not to be unreasonably withheld); (2) for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer; or (3) if all of the Tender Offer Conditions are satisfied or waived, and Company Common Shares that Purchaser becomes obligated to accept have been accepted for payment, but the number of Company Common Shares acquired by Parent (together with other Company Common Shares owned of record by Parent or its Affiliates) is less than 90% of the then outstanding number of Company Common Shares, for an aggregate period of not more than ten Business Days (for all such extensions pursuant to this clause (3)) as a “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. Nothing contained in this paragraph shall affect any termination rights in Article VII. Subject to the terms of the Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of any date on which the Offer is scheduled to expire, Parent will accept for payment and pay for, for all Company Common Shares validly tendered and not validly withdrawn pursuant to the OfferOffer as soon as practicable after such date.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 7.1, as promptly as practicable but (and in no any event later than five business days within seven (7) Business Days) after the date of the public announcement by Purchaser and the Company of this Agreementhereof, Purchaser shall (and Parent shall cause Purchaser to) commence (within the Offer. meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Shares at a price per share equal to the Offer Price. (b) The obligation of Purchaser to, and of Parent to commence the Offer and cause Purchaser to, accept for payment, payment and pay for, for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Purchaser or Parent, of the conditions set forth in Exhibit Annex A (the "“Offer Conditions"”). Subject to the satisfaction, or waiver by Purchaser or Parent, of the Offer Conditions, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and irrevocably accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable (and in any event within three (3) Business Days) after the Expiration Date and in any event in compliance with Rule 14e-1(c) under the Exchange Act (the time of such acceptance for payment, the “Acceptance Time”); provided, however, that notwithstanding anything herein to the contrary, in no event shall Purchaser be required to accept for payment, and pay for, Shares validly tendered (and not withdrawn) pursuant to the Offer until the Marketing Period shall have been completed. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller of such Share in cash, without interest, subject to the withholding of any Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. The time scheduled for payment for shares of Company Common Stock accepted for payment pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which may the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” (c) The Offer shall be waived made by means of an offer to purchase that describes the terms and conditions of the Offer as set forth in this Agreement. Purchaser and Parent expressly reserve the right to waive (in whole or in part by Purchaser part) any Offer Condition at any time and from time to time, to increase the Offer Price or to make any other changes in its sole discretion). Purchaser expressly reserves the right to modify the terms and conditions of the Offer; provided, except thathowever, that without the prior written consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce decrease the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend, modify or supplement any Offer Condition in a manner that is or could reasonably be expected to be adverse to any holder of Shares in its capacity as such or impose conditions to the Offer that are in addition to the Offer Conditions or (vi) extend or otherwise change any time period for the performance of any obligation of Purchaser 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 (the “Initial Expiration Date”). Notwithstanding the foregoing, (x) if, at midnight, New York City time, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied or, to the extent waivable in accordance with the terms hereof, has not been waived by Purchaser mayor Parent, Purchaser shall (subject to the rights or remedies of the parties hereto hereunder, including under Article VII), extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date (the Initial Expiration Date as it may be extended herein is referred to as the “Expiration Date”) for one or more periods, in consecutive increments of up to ten (10) 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) to permit such Offer Condition to be satisfied; (y) Purchaser shall have the right in its sole discretion to extend the Offer beyond any then-scheduled expiration of the Offer 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) to the extent (A) Parent and Purchaser shall have waived the Financing Proceeds Condition, (B) all of the Offer Conditions other than the Financing Proceeds Condition 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 (C) the Debt Financing has not actually been received by Purchaser or Parent, and the lenders party to the Debt Commitment Letter have not definitively and irrevocably confirmed in writing to Parent and Purchaser that the Debt Financing in an amount sufficient (together with cash available to Parent) to consummate the Offer and the Merger will be available at the anticipated Acceptance Time on the terms and conditions set forth in the Debt Commitment Letter and subject only to the satisfaction of the Offer Conditions; and (z) if (A) the Financing Proceeds Condition has been satisfied or waived less than five (5) Business Days prior to the then-scheduled expiration of the Offer (including the then-scheduled expiration date of the Offer) and (B) all of the other Offer Conditions have been satisfied or waived at the then scheduled expiration of the Offer (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), then Purchaser and Parent shall have a one-time right to extend the Offer pursuant to this sentence and such extension shall be for a period of up to five (5) Business Days; provided, however, that in no event shall Purchaser (i) be required to extend the Offer beyond the earliest to occur of (A) the Outside Date and (B) the valid termination of this Agreement in compliance with Article VII or (ii) be permitted to extend the Offer beyond the Outside Date without the prior written consent of the Company. Notwithstanding anything herein to the contrary, Purchaser shall, without the written consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof its staff, any rule or regulation of NASDAQ, or any other applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceLaw, in each case subject case, applicable to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (be) Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except for a termination of this Agreement permitted in accordance with the terms of Section 7.1. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within two (2) Business Days of such termination), irrevocably and unconditionally terminate the Offer, not acquire any Shares pursuant thereto, and cause any depositary acting on its behalf to promptly return in accordance with applicable Law all tendered Shares to the registered holders thereof. (f) On the commencement date of commencement of the Offer, Purchaser 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 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments, which shall supplements and exhibits thereto, the “Schedule TO”) that will contain an or incorporate by reference the related offer to purchase and a the Shares pursuant to the Offer, the form of the related letter of transmittal and transmittal, the summary advertisement (such Schedule 14D-1 and the other ancillary Offer documents included therein and instruments pursuant to which the Offer will be mademade (collectively, and together with any all exhibits, amendments and supplements or amendments 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 federal securities Laws. The Company shall promptly furnish to Purchaser and Parent in writing all information concerning the Company and its stockholders that may be required by applicable Law to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(f). 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 Purchaser and Parent shall cause give reasonable and good faith consideration to be disseminated any comments made by the Offer Documents to holders Company and its counsel. Each of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser Purchaser, Parent and the Company each agrees to promptly to correct any 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, respect or as otherwise required by applicable Law. Purchaser and Purchaser Parent further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected (if applicable) to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal federal securities lawsLaws. The Company and its Upon receipt of any written or oral comments by Purchaser, Parent or their counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents Documents, or any request from the SEC or its staff for amendments or supplements to the Offer Documents, Purchaser and Parent agree to (i) promptly after provide the receipt Company and its counsel with a copy of any such commentswritten comments or requests (or a description of any such oral comments or requests); (ii) provide the Company and its counsel a reasonable opportunity to comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments made by the Company and its counsel; (iii) provide the Company and its counsel an opportunity to participate with Purchaser, 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 Purchaser and Parent in response thereto. (cg) Purchaser 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, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock occurring 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 and shall as so adjusted from and after the date of such event, be the Offer Price; provided, 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 Common Stock 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 Purchaser on a timely basis the funds necessary to accept for payment, and pay for, purchase any Shares shares of Company Common Stock that Purchaser becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8, Buyer shall, and Parent shall cause Buyer to, use their respective reasonable best efforts to commence (within the provisions meaning of this AgreementRule 14d-2 promulgated under the 0000 Xxx) the Offer, for the avoidance of doubt subject to Section 7.10, as promptly as practicable but in no event later than five business days after following the date of this Agreement (and in any event within twenty (20) Business Days of the public announcement by Purchaser and the Company date of this Agreement, Purchaser shall commence provided that such period may be extended by up to an additional ten (10) Business Days if, in the Offersole 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 Purchaser Buyer to, and of Parent to commence the Offer and cause Buyer to, accept for payment, and pay for, any Shares validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A ANNEX I (the "“Offer Conditions"”). 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 satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law or this Agreement) of the Offer Conditions, Buyer shall (and Parent shall cause Buyer to), at or as promptly as practicable following the Expiration Time (but in any event within three (3) Business Days thereafter), accept for payment (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 may shall be waived calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), pay (pursuant to the procedures set forth in Section 2.13) the Offer Consideration for each Share validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing”). The 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 Consideration payable in respect of each Share pursuant to the first sentence of this Section 2.01(b), net of any applicable withholding Taxes with respect to the Offer 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 the conditions of this Agreement. (c) Buyer expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part by Purchaser part, any of the Offer Conditions and to make any change in its sole discretion). Purchaser expressly reserves the right to modify the terms of of, or conditions to, the Offer; provided, except that, without the prior written consent of the Company, Purchaser Buyer shall not (and Parent shall cause Buyer not to): (i) reduce waive or change the number of Shares subject Minimum Condition (except to the Offer, extent permitted by the proviso in paragraph (A) of ANNEX I); (ii) reduce decrease the Offer Price, Consideration; (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable to be paid in the Offer. Notwithstanding ; (iv) decrease the foregoing, Purchaser may, without number of Shares sought in the consent of the Company, Offer; (iv) extend or otherwise change the OfferExpiration Time, if at the scheduled except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or extended expiration date of the Offer otherwise amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner adverse to the holders of Shares. (d) The Offer shall not be satisfied initially expire at the later of (i) 4:00 p.m. (New York City time), or waived, until at such other time as such conditions are satisfied or waivedthe 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 0000 Xxx) following the commencement of the Offer and (ii) 4:00 p.m. (New York City time) on the date that is six (6) Business Days after the date of the EGM (such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and 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 Offer has been so extended, the “Expiration Time”). (e) Subject to Article 8, Buyer may or shall (in which case Parent shall cause 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 any the minimum period as required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or , 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 (iiiand Parent shall cause Buyer to) extend the Offer for any reason on one or more occasions in consecutive periods of at least five (5) Business Days and up to ten (10) Business Days each (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 by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); 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) or paragraph (L) of ANNEX I is not reasonably likely to be satisfied within such extension period, then Buyer may further extend the Offer on such occasion for an aggregate periods of more than ten (10) Business Days and up to twenty (20) Business Days; provided further, that (x) Buyer shall not be required to extend the Offer to a date later than the End Date (as the 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 on more than three (3) occasions, provided that the first two such occasions shall be for a period of not more than 15 business days beyond at least five (5) Business Days and up to ten (10) Business Days and the latest expiration 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); 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 would otherwise 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 permitted mutually agreed by Parent and the Company in writing. (f) Following the Acceptance Time, Buyer shall (and Parent shall cause Buyer to) (and the Offer Documents shall so indicate) provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 promulgated under clause the 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). (g) 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 (and Parent shall cause Buyer to) promptly (and in any event within twenty-four (24) hours following such valid termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement by Buyer prior to the acceptance for payment and payment for Shares tendered pursuant to the Offer, Buyer shall (and Parent shall cause Buyer to) promptly return, and shall cause any depositary acting on behalf of Buyer to return, in accordance with applicable Law, all tendered 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 Offer Commencement Date, Parent and Buyer shall (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall contain or incorporate by reference an offer to purchase and a related letter of transmittal and summary advertisement other appropriate ancillary offer documents required to be included therein (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments or supplements or amendments thereto and including exhibits thereto, the "“Offer Documents"”), and Purchaser shall (ii) cause to be disseminated the Offer Documents to be disseminated to holders of Common Stock as and Shares to the extent required by applicable Federal United States federal securities laws. Purchaser 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 each 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 Buyer all information concerning the Company required by the 1934 Act and applicable Law, or as reasonably requested by Parent, to be set forth in the Offer Documents and Offer Prospectus. Each of Parent and Buyer, on the one hand, and the Company, on the other hand, agrees promptly to correct any 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, . Parent and Purchaser further agrees to take all steps necessary Buyer shall use their reasonable best efforts to cause the Schedule 14D-1 TO and the Registration Statement as so corrected to be filed with the SEC and the other Offer Documents and Offer Prospectus as so corrected to be disseminated to the holders of Common StockShares, in each case as and to the extent required by applicable Federal United States federal securities lawsLaws and any other applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO, the Offer Documents prior to their filing 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 dissemination any such written communication is shared with the SEC, and Parent and Buyer shall include all comments proposed by the Company and its counsel and reasonably acceptable to the stockholders of the CompanyParent and Buyer. Purchaser agrees to Parent and Buyer shall provide the Company and its counsel with (A) any comments Purchaser or its other communications, whether written or oral, that Parent and Buyer or their counsel may receive from time to time from the SEC or its staff or other Governmental Authorities in connection with the Transactions, including with respect to the Schedule TO, the 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 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 discussions or meetings with the SEC or other Governmental Authorities to the extent 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 Documents, such Party shall use its reasonable best efforts to respond as promptly after as practicable to such comments and to consult with the receipt of Company with respect to such commentsresponse. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the provisions of this Agreementevents set forth in Annex A shall have occurred and be continuing, as promptly as practicable (but in no event later than five seven business days after the date public announcement of the public announcement by Purchaser and the Company of this Agreementexecution hereof), Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of the Company ("Company Common Stock"), at a price of $3.00 per Share, which price shall be, subject to any required withholding of taxes, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation obligations of Purchaser to commence the Offer and to accept for payment, payment and to pay for, for any Shares validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn shall be subject only to (A) there being validly tendered and not withdrawn immediately prior to the expiration of the Offer that number of Shares which represents at least a majority of the Shares outstanding on a fully-diluted basis (the "Minimum Condition") and (B) the conditions set forth in Exhibit Annex A hereto. For purposes of this Agreement, "fully-diluted basis" means giving effect to the conversion or exercise of all options exercisable or convertible into Shares at an exercise price of $3.00 or less per Share, whether or not exercised or converted at the time of determination. The Offer shall be made by means of an offer to purchase (the "Offer Conditionsto Purchase") (any of which may be waived containing the terms set forth in whole or this Agreement and the conditions set forth in part by Annex A hereto. Purchaser reserves the right in its sole discretion). Purchaser expressly reserves discretion to increase the right price per share payable in the Offer (and to modify extend the terms Offer in connection with any such increase so as to comply with the applicable rules and regulations of the SEC) and to waive any of the conditions to the Offer, except that, that without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) modify or add to the conditions set forth in Annex A hereto or otherwise amend the Offer Conditionsin any manner adverse to the holders of the Shares, (iv) except as provided for below in the next sentencethis Section 1.01(a), extend the Offer, Offer or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the OfferOffer from time to time, if in its sole discretion, if, at the scheduled or extended initial expiration date of the Offer (which initial expiration date shall be 20 business days following commencement of the Offer) or any extension thereof, any of the Offer Conditions conditions to Purchaser's obligation to purchase Shares set forth in Annex A shall not be satisfied or waived, until such time as such conditions are satisfied or waived, waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position positions of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer Offer. On the terms and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for paymentshall, and Parent shall cause Purchaser to, pay for, for all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On ; provided, however, that if, immediately prior to the initial expiration date of commencement the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 100% of the outstanding Shares on a fully-diluted basis, Purchaser may (x) extend from time to time the Offer for a period not to exceed fifteen business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (provided that upon such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), extension Parent and Purchaser shall cause be deemed to be disseminated have waived all of the conditions set forth in Annex A other than the Minimum Condition; provided, further, that in no event shall Purchaser extend the Offer Documents beyond the last business day of the month in which the Minimum Condition has been satisfied and all conditions set forth in Annex A have been satisfied or waived; or (y) amend the Offer to holders of Common Stock as and include a "subsequent offering period" not to exceed twenty business days to the extent required by applicable Federal securities laws. Purchaser and permitted under Rule 14d-11 under the Company each agrees promptly to correct any information provided by it for use in the Offer Documents Exchange Act, if and to the extent that such information shall have become false or misleading in any material respect, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities lawsavailable. The Company date on which Purchaser shall purchase and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect pay for Shares tendered pursuant to the Offer Documents promptly after shall hereinafter be referred to as the receipt of such comments. (c) Purchaser shall provide on a timely basis "Purchase Date" On or prior to the funds necessary to accept for payment, and pay for, any Shares date that Purchaser becomes obligated to accept for payment, payment and pay forfor Shares pursuant to the Offer, Parent will provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that the Purchaser becomes so obligated to accept for payment and pay for pursuant to the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the provisions of this Agreementevents set forth in Annex A shall have occurred and be continuing, as promptly as practicable (but in no event later than five seven business days after the date public announcement of the public announcement by Purchaser and the Company of this Agreementexecution hereof), Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of the Company ("Company Common Stock"), at a price of $3.00 per Share, which price shall be, subject to any required withholding of taxes, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation obligations of Purchaser to commence the Offer and to accept for payment, payment and to pay for, for any Shares validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn shall be subject only to (A) there being validly tendered and not withdrawn immediately prior to the expiration of the Offer that number of Shares which represents at least a majority of the Shares outstanding on a fully-diluted basis (the "Minimum Condition") and (B) the conditions set forth in Exhibit Annex A hereto. For purposes of this Agreement, "fully-diluted basis" means giving effect to the conversion or exercise of all options exercisable or convertible into Shares at an exercise price of $3.00 or less per Share, whether or not exercised or converted at the time of determination. The Offer shall be made by means of an offer to purchase (the "Offer Conditionsto Purchase") (any of which may be waived containing the terms set forth in whole or this Agreement and the conditions set forth in part by Annex A hereto. Purchaser reserves the right in its sole discretion). Purchaser expressly reserves discretion to increase the right price per share payable in the Offer (and to modify extend the terms Offer in connection with any such increase so as to comply with the applicable rules and regulations of the SEC) and to waive any of the conditions to the Offer, except that, that without the consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) modify or add to the conditions set forth in Annex A hereto or otherwise amend the Offer Conditionsin any manner adverse to the holders of the Shares, (iv) except as provided for below in the next sentencethis Section 1.01(a), extend the Offer, Offer or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the OfferOffer from time to time, if in its sole discretion, if, at the scheduled or extended initial expiration date of the Offer (which initial expiration date shall be 20 business days following commencement of the Offer) or any extension thereof, any of the Offer Conditions conditions to Purchaser's obligation to purchase Shares set forth in Annex A shall not be satisfied or waived, until such time as such conditions are satisfied or waived, waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position positions of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer Offer. On the terms and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for paymentshall, and Parent shall cause Purchaser to, pay for, for all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for purchase pursuant to the Offer as soon as practicable after the expiration of the Offer; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 100% of the outstanding Shares on a fully-diluted basis, Purchaser may (x) extend from time to time the Offer for a period not to exceed fifteen business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, provided that upon such extension Parent and Purchaser shall be deemed to have waived all of the conditions set forth in Annex A other than the Minimum Condition; provided, further, that in no event shall Purchaser extend the Offer beyond the last business day of the month in which the Minimum Condition has been satisfied and all conditions set forth in Annex A have been satisfied or waived; or (y) amend the Offer to include a "subsequent offering period" not to exceed twenty business days to the extent permitted under Rule 14d-11 under the Exchange Act, if available. The date on which Purchaser shall purchase and pay for Shares tendered pursuant to the Offer shall hereinafter be referred to as the "Purchase Date" On or prior to the date that Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer, Parent will provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that the Purchaser becomes so obligated to accept for payment and pay for pursuant to the Offer. (b) On As soon as practicable on the date of commencement of the OfferOffer is commenced, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which shall contain an offer the "Schedule TO"). The Schedule TO will include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "Offer Documents"), . Parent and Purchaser jointly and severally represent and warrant to the Company that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall cause not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information furnished by the Company for inclusion in the Offer Documents. The Company represents and warrants to Parent and Purchaser that the information supplied in writing by the Company for inclusion in the Offer Documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Purchaser agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Common Stock the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Purchaser Each of Parent and Purchaser, on the one hand, and the Company each Company, on the other hand, agrees to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or and misleading in any material respect, respect and Parent and Purchaser further agrees agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stockthe Shares, in each case as and to the extent required by applicable Federal federal securities laws. The Company and its outside counsel shall be given reasonable the opportunity to review and comment upon the Offer Documents prior to their filing Schedule TO before it is filed with the SEC or dissemination to the stockholders of the CompanySEC. In addition, Parent and Purchaser agrees to will provide the Company and its outside counsel in writing with any comments comments, whether written or oral, Parent, Purchaser or its their outside counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to Parent shall cause Purchaser to, and Purchaser shall, commence (within the provisions meaning of Rule 14d-2 under the Exchange Act) the Offer as soon as reasonably practicable after the date of this Agreement, as promptly as practicable but in no event later than five business days the fifteenth (15th) Business Day after the date of the public announcement by Purchaser and the Company of this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to commence the Offer if the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that is disseminated to any and all of the holders of shares of Company Common Stock and contains the terms and conditions set forth in this Agreement and in Annex A. In the Offer, each share of Company Common Stock accepted by Purchaser in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(d) and Section 2.1(g), be exchanged for the right to receive the Transaction Consideration. Subject to the prior satisfaction of the Minimum Tender Condition and the satisfaction, or waiver by Parent or Purchaser, of the other Offer Conditions (to the extent such waiver is permitted by Section 1.1(c)), after the expiration of the Offer (as it may extended in accordance with Section 1.1(d)), Purchaser shall (and Parent shall cause Purchaser to) accept for payment all shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered for settlement or satisfaction of such guarantee) as soon as practicable after Purchaser is permitted to do so under applicable Law (the “Acceptance Time”), and promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) pay for all shares of Company Common Stock that are validly tendered and not validly withdrawn in the Offer. Without limiting the generality of the foregoing, Parent shall provide or cause to be provided to Purchaser on a timely basis the funds and shares of Parent QVC Series A Stock necessary to pay for any shares of Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer; provided, however, that without the prior written consent of the Company, Purchaser shall not accept for payment or pay for any shares of Company Common Stock if, as a result, Purchaser would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition. The consideration in the Offer payable in respect of each share of Company Common Stock validly tendered and not withdrawn in the Offer shall be paid net to the holder thereof in cash and shares of Parent QVC Series A Stock, subject to reduction for any applicable withholding taxes payable in respect thereof. The Company shall register (and shall instruct its transfer agent to register) the transfer of the shares of Company Common Stock accepted for payment by Purchaser effective immediately after the Acceptance Time. (b) The obligation of Purchaser to commence the Offer and accept for payment, exchange (and pay for, any Shares the obligation of Parent to cause Purchaser to accept for exchange) shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to: (i) the condition (the “Minimum Tender Condition”) that there shall have been validly tendered (and not validly withdrawn) prior to the expiration of the Offer that number of shares of Company Common Stock which, upon the consummation of the Offer (for the avoidance of doubt, assuming that the shares of Class B Common Stock validly tendered (and not validly withdrawn) will convert to shares of Class A Common Stock at the time of the consummation of the Offer), when added to any shares of Company Common Stock owned by Purchaser, would represent at least a majority of the voting power of the sum of (x) the aggregate voting power of the shares of Company Common Stock outstanding immediately after the consummation of the Offer, plus (y) the aggregate voting power of the shares of Company Common Stock issuable to holders of Company Options from which the Company has received notices of exercise prior to the consummation of the Offer (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Options) (excluding, for purposes of determining whether a sufficient number of shares have been tendered in the Offer to satisfy the Minimum Tender Condition, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures); and (ii) the other conditions set forth in Annex A (such other conditions, together with the Minimum Tender Condition, the “Offer Conditions”). (c) Purchaser expressly reserves the right, in its sole discretion, to waive or make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company, neither Parent nor Purchaser shall: (i) amend, waive or modify any of the conditions set forth in Exhibit clauses (a), (h)(i), (h)(ii), (i) or (j) of Annex A (provided, that Parent shall (and shall cause Purchaser to) waive the "Offer Conditions"conditions set forth in clause (h)(i) and (any h)(ii) of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves Annex A upon the right to modify the terms of the Offer, except that, without the consent written request of the Company); or (ii) change the Offer to (A) change the form or amount of consideration to be delivered by Purchaser pursuant to the Offer; provided, however, that Parent or Purchaser may increase the amount of such consideration (irrespective of form) in good faith so long as such increase is not for the purpose of delaying the Acceptance Time, provided that in no event shall not such increase reduce the Initial Exchange Ratio, (iB) reduce change the number of Shares subject shares of Company Common Stock to be purchased in the Offer, (iiC) reduce impose conditions to the Offer Price, (iii) add in addition to the Offer Conditions or amend or modify any of the existing Offer Conditions, (ivD) except as provided in the next sentenceSection 1.1(d), extend the Offerexpiration time of the Offer beyond the initial expiration time of the Offer or (E) otherwise amend the Offer in a manner that is adverse (other than in an immaterial or de minimis way) to the holders of Company Common Stock. (d) The Offer shall initially be scheduled to expire at 12:00 midnight, New York City time, on the date that is twenty (20) Business Days following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (such initial expiration time and date, or (v) change such subsequent time and date to which the form expiration of consideration payable the Offer is extended pursuant to and in accordance with this Agreement, the Offer“Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser mayshall (and Parent shall cause Purchaser to) extend the Offer on one or, without if necessary, more occasions, for additional successive periods of up to ten (10) Business Days per extension (with the consent length of such periods to be determined by Parent), until all Offer Conditions are satisfied or validly waived in order to permit the Acceptance Time to occur; provided, however, that in no event shall Purchaser or Parent be required or permitted to extend the Offer to a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (iB) extend any such extension requested by the OfferCompany, if at to the scheduled extent Parent or extended expiration date of Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the Offer any of extent the Offer Conditions shall not Company would be satisfied or waived, until such time as such conditions are satisfied or waived, prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for any period required by any applicable Laws or any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof of the SEC or the Nasdaq applicable to the Offer and (iii) Offer; provided, however, that in no event shall Purchaser or Parent be required, or permitted, to extend the Offer for to a date later than the Outside Date, other than (A) any reason on one such extension requested by Parent or more occasions for an aggregate period of not more than 15 business days beyond Purchaser and consented to by the latest expiration date that would otherwise be permitted under clause Company, (iB) or (ii) of this sentenceany such extension requested by the Company, in each case subject to the right of extent Parent or Purchaser or the Company to terminate would be prohibited from terminating this Agreement pursuant to the terms hereof. Subject Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the terms and conditions extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii). For the avoidance of doubt, if, at the Expiration Date of the Offer, all of the Offer Conditions have been satisfied or waived in writing by Parent or Purchaser and this AgreementAgreement has not otherwise been terminated in accordance with its terms, Purchaser shall (and Parent shall cause Purchaser to) promptly accept for paymentexchange, and pay deliver the Transaction Consideration for, all Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for pursuant to the Offer as soon as practicable after the expiration of the Offerin accordance with this Agreement. (b) On the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Purchaser shall cause to be disseminated the Offer Documents to holders of Common Stock as and to the extent required by applicable Federal securities laws. Purchaser and the Company each agrees promptly to correct any 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, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII and that the provisions of this AgreementCompany has complied with its obligations under Section 1.2, as promptly as practicable after the date of this Agreement but in no event later more than five ten (10) business days after the date of this Agreement (or such later date as the public announcement by Purchaser and the Company of this Agreementparties may agree), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation of Purchaser to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant . (b) Subject to the Offer shall be subject only terms and conditions of this Agreement and to the satisfaction, or waiver (to the extent permitted under this Agreement) by Purchaser, of the conditions set forth in Exhibit A Annex I (collectively, the “Offer Conditions”) as of the Expiration Date in accordance with Section 1.1(d), Purchaser shall promptly on or after the Expiration Date accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and pay (by delivery of funds to the Depository Agent) for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer. Parent shall on or prior to the Expiration Date provide or cause to be provided to Purchaser, on a timely basis, the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective as promptly as practicable after the Offer Acceptance Time. (c) The Offer shall be made by means of an offer to purchase (the "“Offer to Purchase”) in accordance with the terms set forth in this Agreement, and with consummation thereof subject to the Minimum Condition and the other Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to modify (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Offerthis Agreement; provided, except thathowever, that unless otherwise provided by this Agreement, without the prior written consent of the Company (which consent may be withheld in the sole discretion of the Company), Purchaser shall not (iA) reduce decrease the number of Shares subject to the OfferOffer Price other than in accordance with Section 1.1(f), (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, or (vB) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or supplement any of the terms of the Offer or the Offer Conditions in a manner that adversely affects holders of Shares, (F) amend, modify or waive the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated in accordance with Article VIII. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (Boston time) on the date that is twenty (20) business days (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 Date”) or, in the event the Initial Expiration Date 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 Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) Notwithstanding any provision to the foregoingcontrary contained in this Agreement but subject to the parties’ respective rights to terminate the Agreement pursuant to Article VIII, (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the CompanyCompany or any other Person), (i) extend the OfferOffer on one or more occasions, if at the scheduled or extended expiration date for an additional period of the up to 10 business days per extension, to permit such Offer any of the Offer Conditions shall not Condition to be satisfied or waived, until such time as such conditions are satisfied or waivedsatisfied, (ii) Purchaser shall extend the Offer for from time to time for: (A) any period required by any ruleLaw, regulation, any interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof or any rules and regulations of the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer, and (B) periods of up to 10 business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer and under the HSR Act or any applicable foreign Antitrust Law shall have expired or been terminated, (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer for any reason on one or more occasions for an aggregate additional period of not more than 15 up to 10 business days per extension, to permit such Offer Condition to be satisfied, and (iv) if the Company has delivered a Change of Status Notice to Parent, and the Company so requests, Purchaser shall extend the Offer on one or more occasions so that the Expiration Date does not occur earlier than two (2) business days immediately after the expiration of the Notice Period or Intervening Event Notice Period, as applicable; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the latest expiration date that would otherwise earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8.1 and (y) the End Date (such earlier date, the “Extension Deadline”), (2) be permitted under clause (i) to extend the Offer beyond the Extension Deadline without the prior written consent of the Company, or (ii3) be permitted, without the prior written consent of the Company, which shall not be unreasonably withheld, or required by the Company, to extend the Offer by periods exceeding an aggregate of 20 business days in the event that (x) the Company has not delivered to Parent a Change of Status Notice and (y) each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any then scheduled Expiration Date and the Minimum Condition shall not have been satisfied as of such scheduled Expiration Date. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1. (f) The Offer Price shall be adjusted appropriately and proportionately 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 on or after the date hereof and at or prior to the Offer Acceptance Time, 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; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this sentenceAgreement. (g) Nothing in this Section 1.1 shall be deemed to impair, in each case subject to limit or otherwise restrict the right of the Company, Purchaser or the Company Parent to terminate this Agreement pursuant to Section 8.1. In the event that this Agreement is terminated pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment(and Parent shall cause Purchaser to) as promptly as practicable irrevocably and unconditionally terminate the Offer, and pay for, all shall not acquire any Shares validly tendered and not withdrawn pursuant to the Offer that and shall cause any depository acting on behalf of Purchaser becomes obligated to accept for paymentreturn, and pay for pursuant in accordance with applicable Law, all tendered Shares to the Offer as soon as practicable after the expiration of the Offerregistered holders thereof. (bh) On As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which shall the “Schedule TO”) that will contain an offer or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which ii) cause the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), to Purchase and Purchaser shall cause related documents to be disseminated the Offer Documents to holders of Common Stock Shares, in each case as and to the extent required by applicable Federal securities lawsLaw. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, Purchaser and the Company each agrees to promptly to correct any 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, and Purchaser Parent further agrees to take use all steps necessary reasonable efforts to promptly cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to promptly be disseminated to holders of Common StockShares, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.