Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Parent shall cause Sub shall to, and Sub shall, commence (within the meaning of Rule 14d-2(a) 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 after within ten (10) business days following the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreementon which the Offer is commenced being referred to herein as the “Commencement Date”). The obligation obligations of Merger Sub to commence accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only to the condition that none of the events conditions set forth in clause Annex I hereto (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretionthe “Offer Conditions”), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant . Subject to the Offer shall be subject only prior satisfaction or, to the satisfaction (or extent permitted, waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except thatConditions, without the prior written consent of the Company, Merger Parent shall cause Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex Ato, and no change in the Offer may be made which (i) decreases the Offer Price payable in the OfferSub shall, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to consummate the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the accordance with its terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after and pay the expiration Offer Price in exchange for each such Share promptly following such acceptance in compliance with Rule 14e-1(c) of the Offer Exchange Act (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance at which Sub first accepts any Shares for payment on pursuant to the Acceptance Date, Offer being referred to herein as the “Acceptance Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) or (that contains the terms set forth in this Agreement and the Offer Conditions. Parent expressly reserves the right to waive any of the Offer Conditions, to increase the Offer Price and to make any other changes in the case terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, without the prior written consent of the Company, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares tendered during sought in the Offer, (iv) waive or change the Minimum Condition, (v) impose additional conditions to the Offer or amend any Subsequent Offering Periodof the Offer Conditions so as to broaden the scope of such Offer Condition, (vi) as soon as practicable following extend the valid tender thereof, in any case without interest, subject to any withholding Offer beyond a date that is twenty-one (21) business days after commencement of Taxes required by applicable Law the Offer or the last extension (in accordance with Sections 3.2(ithis Agreement). Parent shall provide , if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth in this Agreement, or cause to be provided to Merger Sub on (vii) otherwise amend any other term or condition of the Offer in a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant manner materially adverse to the Offerholders of Shares. (b) Unless extended as provided in this Agreement, the The Offer shall initially be scheduled to expire at 12:01 a.m. on the date twenty-first (21st) business day following the Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (the “Initial Expiration TimeDate”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights set forth in Section 8.1, Sub (i) may, without the consent of the Company, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been validly waived, extend the Offer for one or more additional consecutive up to two successive periods of up to not more than twenty (20) Business Days business days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date by Parent) until all of the Offer any of the conditions to the Offer set forth in Annex A shall not Conditions have been satisfied or waivedor, and if this Agreement shall not have been terminated in accordance with Article VIIIto the extent permitted, validly waived and (ii) shall extend the Offer for any period required by Law including any rule, regulation, regulation or interpretation or position of the SEC United States Securities and Exchange Commission (“SEC”), or the staff thereof thereof, applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions In addition to the obligation of Merger foregoing, Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company also may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each provide a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) period” in accordance with Rule 14d-11 under the Exchange Act andif, if applicable and as of the Expiration Date, all of the Offer Conditions have been satisfied or, to the extent permitted under such Rule 14d-11permitted, thereafter waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s shareholders in accordance with the MBCA. (c) Subject to the parties’ respective termination rights set forth in Section 8.1, if, at the time as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or has not been validly waived and there has not been an Adverse Recommendation Change, then, if so requested by the Company by written notice at least two (2) business days prior to the date the Offer is then scheduled to expire, Sub shall extend such subsequent offering the Offer for up to two (2) successive periods of not more than ten (10) business days per extension period, until all of the Offer Conditions have been satisfied or, to the extent permitted, validly waived. (d) As soon as practicable on On the date the Offer is commencedCommencement Date, Parent and Merger Sub shall file with the SEC SEC, pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include include, as exhibits, the offer Offer to purchase, Purchase and a related form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents summary advertisement (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents will comply in all material respects with the applicable provisions of the Exchange ActCompany Board Recommendation referred to in Section 3.20(a). Parent and Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated filed with the SEC and, subject to the Company’s compliance with Section 1.2(c), disseminate the Offer Documents to holders of Shares Shares, in each case as and to the extent required by applicable federal securities LawsLaw. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Parent and Sub further agrees agree to take all steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and disseminated to holders of Shares Shares, 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 on the Offer Documents Documents, Schedule TO and any amendment thereto before they are filed with the SEC or disseminated to holders of SharesSEC, and Parent and Merger Sub shall give due consideration to include all reasonable additions, deletions or changes thereto suggested thereto by the Company and its counsellegal counsel that Parent reasonably determines to be appropriate. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments or communicationscomments, whether written or oral, that Parent, Merger Sub or 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 Parent’s or Merger Sub’s, as the case may be, upon receipt of such comments comments, and any written or communications. The oral responses thereto, and the Company shall have the right to consult with Parent, Sub and its their counsel shall be given a reasonable opportunity prior to review responding to any responses to such comments comments, either in written or communicationsoral form, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by incorporate in each response those views and comments of the Company and its counsellegal counsel related thereto that Parent reasonably determines to be appropriate. (e) Parent shall provide or cause to be provided to Sub as promptly as practicable following the Expiration Date and any subsequent offering period, as applicable, all funds necessary to pay for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 8.1Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not in no event later than the twentieth (20th) fifth business day from and including the date of initial the public announcement of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer. The obligation of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly for, any shares of Common Stock tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction conditions set forth in Exhibit A (any of which may be waived by Merger Sub in its sole discretion, provided that, without the consent of the Company, Merger Sub shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Merger Sub may at any time transfer or waiver assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but no such assignment shall relieve Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. its obligations hereunder. Merger Sub expressly reserves the right to waive any conditions to the Offer or change modify the terms of the Offer Offer, except that, without the prior written consent of the Company, Merger Sub may shall not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases reduce the Offer Price payable in number of shares of Common Stock subject to the Offer, (ii) changes reduce the form price per share of consideration Common Stock to be paid in pursuant to the OfferOffer (except pursuant to Section 3.4), (iii) reduces the maximum number of Shares modify or add to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or Exhibit A, (iv) except as provided in the remainder of this Section 1.1, extend the Offer, (v) amends change the form of consideration payable in the Offer (other than by increasing the cash offer price) or (vi) amend or modify any other term of the Offer in a any manner adverse to any of the holders Company's stockholders. The initial expiration date shall be September 15, 1997. Notwithstanding the foregoing, Merger Sub may, without the consent of Sharesthe Company, but subject to the Company's right to terminate this Agreement pursuant to Section 8.1(b)(ii), (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Merger Sub's obligation to purchase shares of Common Stock shall not be satisfied, until such time as such conditions are satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable --- to the Offer or in order to obtain any material regulatory approval applicable to the Offer. Merger Sub agrees that: (A) in the event it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in the first sentence of the introductory paragraph or paragraphs (a) or (g) of Exhibit A to be satisfied or waived, it shall give the Company notice thereof and, at the request of the Company, if such conditions are reasonably likely to be satisfied during the requested extension period, extend the Offer until the earlier of (1) such time as such condition is, or conditions are, satisfied or waived and (2) the date chosen by the Company, which shall not be later than (x) December 31, 1997 or (y) the date on which the Company reasonably believes all such conditions will be satisfied (it being understood that the Company shall not be entitled to make such request if it is then in breach of this Agreement, and that nothing in this Section 1.1 shall modify Parent's and Merger Sub's right to terminate this Agreement in the event that the Company is in breach hereof or the conditions specified in paragraphs (d) or (e) of Annex A are applicable); provided that if -------- any such condition is not satisfied by the date so chosen by the Company, the Company may request and Merger Sub shall make further extensions of the Offer in accordance with the terms of this Section 1.1(a); and (B) in the event that Merger Sub would otherwise be entitled to terminate the Offer at any scheduled expiration date thereof due solely to the failure of the Minimum Condition to be satisfied, it shall, at the request of the Company, extend the Offer for such period as may be requested by the Company not to exceed ten business days from such scheduled expiration date. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days immediately after the commencement expiration of the Offer (determined pursuant to Rule 14d-1(g)(3) under Offer; provided, however, that notwithstanding the Exchange Act). Merger Sub -------- ------- foregoing Parent may, without the consent of the Companyin its sole discretion, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any for a period not to exceed ten business days and in no event ending after December 31, 1997, if Parent reasonably believes that as a result of such extension 90% or more of the conditions to the Offer set forth Shares will be tendered in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent any scheduled expiration time related date prior to an extension October 1, 1997, there shall have been tendered, and not withdrawn, fewer than 90% of the OfferShares, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, then Merger Sub shall, and Parent shall cause Merger Sub toat the request of the Company, extend the Offer through for such time number of days (up to 20 calendar days) as the Company may specify, which time request. No such request shall be no later than made by the Termination Date; providedCompany if, howeverin its sole judgment, it concludes that neither the Merger Sub nor Parent shall have any obligation could be consummated on or prior to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIIIOctober 6, 1997. (cb) If all On the date of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time commencement of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer, which shall include the contain an offer to purchase, form of the purchase and a related letter of transmittal and form of notice of guaranteed delivery summary advertisement (such Schedule 14D-1 and all other ancillary the documents and exhibits included therein pursuant to which the Offer documents (collectivelywill be made, together with any supplements or amendments and supplements thereto, the “"Offer Documents”"). The Offer --------------- Documents will shall comply as to form in all material respects with the applicable provisions requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act. Parent "), and Merger Sub shall cause the ------------ rules and regulations promulgated thereunder and the Offer Documents on the date first published, sent or given to the Company's stockholders, shall 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 holders make the statements therein, in light of Shares as required the circumstances under which they were made, not misleading, except that no representation is made by applicable federal securities LawsParent or Merger Sub with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Parent and Each of Parent, Merger Sub, on the one hand, Sub and the Company, on the other hand, agree Company agrees promptly to promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. respect, and each of Parent and Merger Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and to be disseminated to holders of Shares the Company's stockholders, in each case as and to the extent required by applicable federal Federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed and all amendments and supplements thereto prior to their filing with the SEC or disseminated dissemination to holders stockholders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselCompany. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel comments. (c) Parent shall be given a reasonable opportunity contribute to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration on a timely basis the funds necessary to all reasonable additions, deletions or changes suggested thereto by purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Company Offer and to perform any of its counselother obligations pursuant to this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from 7.1 and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events no event set forth in clause (c) of Annex A hereto shall have occurred and be continuing continuing, as promptly as practicable (and not waived by Parent or Merger Sub but in their sole discretionno event later than ten (10) business days after the public announcement of the execution hereof), the Purchaser shall, and Parent shall cause Purchaser to, commence (within the obligation meaning of Merger Sub Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") ) an offer (the "Offer") to accept purchase for paymentcash all of the Shares at a price of $0.57 per Share, purchase and pay for Shares validly tendered and not withdrawn pursuant net to the Offer shall be subject only to the satisfaction seller in cash (such price, or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub other price per Share as may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, being referred to herein as the "Offer Price"), subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller; provided, -------- however, that Parent may designate another wholly owned, direct or indirect ------- subsidiary of Parent as the bidder (iiiwithin the meaning of Rule 14d-1(g) reduces under the maximum Exchange Act) in, and at the commencement of, the Offer, in which case reference herein to Purchaser shall be deemed to apply to such subsidiary, as appropriate. The Company shall not tender Shares held by it or by any of its subsidiaries pursuant to the Offer. The Purchaser shall, and Parent shall cause the Purchaser to, on the terms and subject to the prior satisfaction or waiver of the conditions to the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. (b) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto and providing for an initial expiration date (the "Expiration Date", which term shall also indicate any later date to which the Offer is extended in accordance with this Agreement) of twenty (20) business days (as defined in Rule 14d-1 under the Exchange Act) from the date of commencement of the Offer. The Purchaser shall not, and Parent shall cause the Purchaser not to, decrease the Offer Price or decrease the number of Shares to be purchased sought in the Offer, amend the conditions to the Offer set forth in Annex A or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes impose conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies A, without the conditions set forth in such Annex A or (v) amends any other term prior written consent of the Company. The Purchaser may, without the consent of the Company, (A) extend the Offer for the shortest time periods which it reasonably believes are necessary, in a manner adverse one or more such periods, but in no event more than an additional fifteen (15) business days if Parent and Purchaser are not in material breach of this Agreement and if any condition to the holders Offer is not satisfied or waived and such condition is reasonably capable of Shares. Subject to being satisfied and (B) if, on the terms and conditions of Expiration Date, the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration is less than eighty percent (80%) of the outstanding Shares (on a fully diluted basis, as such term is defined in Annex A), (1) extend the Offer for up to ten (the date of acceptance for payment10) business days, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case 2) provide a subsequent offering period of Shares tendered during any Subsequent Offering Periodup to ten (10) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or business days in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and Rule 14d-11 of the Exchange Act, in each case notwithstanding that all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant the conditions to the Offer. (b) Unless extended Offer were satisfied as provided in this Agreementof the date such extension or subsequent offering period, as the case may be, is announced. In addition, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of Price may be increased and the Offer (determined pursuant may be extended to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub mayextent required by law in connection with such increase, in each case without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on On the date the Offer is commenced, Parent and Merger Sub Purchaser shall file with the SEC United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which the "Schedule TO"). The Schedule TO shall include contain or shall incorporate by reference the offer Offer to purchase, Purchase and a form of letter of transmittal and summary advertisement (the Schedule TO, the Offer to Purchase and related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectivelyrelated summary advertisement, together with any amendments and supplements thereto, collectively the “"Offer Documents”"). The Offer Documents will shall comply in all material respects with the applicable provisions of applicable federal securities laws and, on the Exchange Actdate filed with the SEC and on the date first published, sent or given to the Company's stockholders, 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 were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Each of Parent and Merger Sub Purchaser shall further take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities Lawslaws. Each of Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, agree to shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable Law. Merger Sub prior to the Expiration Date and the Purchaser further agrees to shall take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable an opportunity to review and comment on upon the Offer Documents before they are filed (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselSEC. In addition, Parent shall, and Merger Sub agree to shall cause the Purchaser to, provide the Company and its counsel in writing with any comments or communications, whether written or oral, that Parent, Merger Sub Purchaser or 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 Merger Sub’s, as the case may be, receipt of such comments and with copies of any written responses and telephonic notification of any verbal responses by Parent, Purchaser or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its their counsel. (d) Parent shall provide or cause to be provided to Purchaser all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Parent shall cause Sub to, and Sub shall commence (within the meaning of Rule 14d-2(a) 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 after the date hereof (but not and in any event no later than the twentieth tenth (20th10th) business day from and including following the date of initial public announcement of this Agreement)hereof. The obligation obligations of Merger Sub to commence accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Section 1.1(a) ) shall be subject only to the condition that none of the events conditions set forth in clause Annex I (c) of Annex A hereto shall have occurred collectively, the “Offer Conditions” and be continuing (and not waived each an “Offer Condition”). Subject to the prior satisfaction or, to the extent permitted, waiver by Parent or Merger and Sub in their sole discretion)of the Offer Conditions, Parent shall cause Sub to, and Sub shall, consummate the obligation of Merger Sub to Offer in accordance with its terms and accept for payment, purchase payment and pay the Offer Price for all Shares validly tendered and not withdrawn promptly following the acceptance in compliance with Rule 14e-1(c) under the Exchange Act of Shares for payment pursuant to the Offer. The Offer shall be subject only made by means of an offer to purchase (the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject “Offer to Purchase”) that contains the next sentence)) of the conditions terms set forth in such Annex A. Merger this Agreement and the Offer Conditions. Parent and Sub expressly reserves reserve the right to waive any conditions Offer Conditions, to increase the Offer or change Price and to make any other changes in the terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, decrease the Closing Amount or CPR Payment Amount, change the form of payment of the Closing Amount or CPR Payment Amount, decrease the number of Shares sought in the Offer, waive or change the Minimum Condition, impose additional conditions to the Offer, amend any of the Offer Conditions so as to broaden the scope of any such condition, extend the offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension in accordance with this Section 1.1, if any, of the Offer, whichever is later (the “Expiration Date”) except thatas set forth below, or otherwise amend any other term or condition of the Offer in a manner materially adverse to the holders of Shares, in each case without the prior written consent of the Company, Merger Sub may not waive . Notwithstanding the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, foregoing and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions subject to the Offer in addition to those parties respective termination rights set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this AgreementSection 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, Company (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with beyond the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled initial expiration date if, at any scheduled (or extended) expiration of the Offer Offer, any of the conditions to the Offer set forth in Annex A Sub’s obligation to accept Shares for payment, shall not have been be satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the SEC United States Securities and Exchange Commission (“SEC”) or the its staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions In addition to the obligation of Merger foregoing, Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company also may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each provide a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) period” in accordance with Rule 14d-11 under the Exchange Act andif, if applicable as of the Expiration Date, all of the conditions to Sub’s obligations to accept for payment and pay for all Shares are satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering periodOffer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s stockholders in accordance with the DGCL. (db) As soon as practicable Subject to the parties’ respective termination rights set forth in Section 8.1, if, at the time at which the Offer is scheduled to expire, any Offer Condition has not been satisfied or has not been validly waived, then, if so requested by the Company by written notice on or prior to the date the Offer is commencedthen scheduled to expire, Sub shall extend the Offer for up to one period of not more than five (5) business days per extension period, until all of the Offer Conditions have been satisfied or, to the extent permitted, validly waived; provided, however, that the Company shall not have the right to request an extension pursuant to this Section 1.1(b) if, at the time of any proposed extension, an Acquisition Proposal has been publicly made and the Company Board of Directors failed to reaffirm its recommendation of the Offer within two (2) business days of Parent’s request. (c) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC SEC, pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include include, as exhibits, the offer Offer to purchase, Purchase and a form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents summary advertisement (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents will comply in all material respects with the applicable provisions of the Exchange Actrecommendation and the approval of the Company Board of Directors referred to in Section 3.20(a). Subject to the Company’s compliance with Section 1.2(c), Parent and Merger Sub shall agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities LawsLaw. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Parent and Sub further agrees agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares Shares, 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 on the Offer Documents Schedule TO and any amendment thereto before they are it is filed with the SEC or disseminated to holders of SharesSEC, and Parent and Merger Sub shall give due consideration to all reasonable and appropriate additions, deletions or changes thereto suggested thereto by the Company and its legal counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments or communicationscomments, whether written or oral, that Parent, Merger Sub or 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 Parent’s or Merger Sub’s, as the case may be, receipt of such comments comments, and any written or communications. The oral responses thereto, and the Company and its counsel shall be given a reasonable opportunity to review any responses to such comments and have the right to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or communicationsoral form, and Parent and Merger Sub shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by and appropriate views and comments of the Company and its counsellegal counsel related thereto. (d) Parent shall provide or cause to be provided to Sub promptly following the expiration of the Offer or any subsequent extension thereof, as applicable, all funds necessary to pay the aggregate Closing Amounts with respect to Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law. (e) Parent shall, at or prior to the Acceptance Time (as defined in Section 5.2(b)), duly authorize, execute and deliver the CPR Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2(a) 14d-2 under the under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including following the date of initial public announcement this Agreement, and in any event within ten (10) Business Days following the date of this AgreementAgreement (or such other date as the Parties may agree in writing). . (b) The obligation obligations of Merger Sub to, and of Parent to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or cause Merger Sub in their sole discretion)to, and the obligation of Merger Sub to accept for payment, purchase payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)extent permitted by applicable Laws) of the only those conditions set forth in Annex A, as such Annex A. conditions may be modified in accordance with this Agreement (the “Offer Conditions”), and no other conditions. (c) Parent and Merger Sub expressly reserves reserve the right (in their sole discretion) to waive (x) waive, in whole or in part, any conditions Offer Condition (to the extent permitted by applicable Law), or (y) to increase the amount of cash constituting the Offer Price or change to make any other changes in the terms and conditions of the Offer consistent with the terms of the Offer except thatthis Agreement; provided, however, without the prior written consent of the Company, neither Parent nor Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which shall (i) decreases reduce the Offer Price payable number of Shares sought to be purchased in the Offer, (ii) changes reduce the Offer Price or change the form of consideration to be paid payable in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer change, modify or the minimum number of Shares contemplated by waive the Minimum Condition, (iv) imposes conditions add to the Offer Conditions or modify or change any Offer Condition in addition any manner adverse to those set forth in Annex A hereto holders of Shares or which otherwise modifies that makes the conditions set forth in such Annex A or Offer Conditions more difficult to satisfy, (v) amends except as otherwise provided in this Section 1.1, extend the Expiration Time (as defined below) of the Offer, or (vi) otherwise amend, modify or supplement any of the other term terms of the Offer in a any manner adverse to the holders of Shares. Subject Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the terms and conditions prior written consent of the Offer and Company, except if this AgreementAgreement is terminated in accordance with Section 8.1. If 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 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated by Merger Sub, or if this Agreement is terminated in accordance with Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, Merger Sub shall promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (d) The initial expiration date and time of the Offer shall be midnight, New York time, on the date that is twenty (20) Business Days (for the purposes of this Section 1.1(d) and Section 1.1(e), Business Days shall be calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) from (and including the day of) the commencement of the Offer (such initial expiration date and time, and any expiration date and time established pursuant to an extension of the Offer in accordance with this Agreement, an “Expiration Time”). (e) If, as a result of the Company’s failure to provide information required under Section 6.9(d) with respect to the Pro Forma Financial Statements, the initial scheduled Expiration Time is less than fifteen (15) Business Days from (but excluding the day of) the date on which the information required by Section 6.9(d) has been provided by the Company, and if this Agreement shall not have terminated in accordance with Section 8.1, then Merger Sub may extend the Offer once until a time that is not later than midnight, New York time, on the date that is fifteen (15) Business Days from (but excluding the day of) the date on which the information required by Section 6.9(d) has been provided by the Company. In addition, if at any then-scheduled Expiration Time, any of the Offer Conditions is not satisfied or waived (to the extent permitted by applicable Law) by Merger Sub, and if this Agreement shall not have terminated in accordance with Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time for periods of up to five (5) Business Days per extension (or such longer period as the Parties may agree) until the date on which all of the Offer Conditions are satisfied or so waived and the Offer is consummated; provided, however, that if the sole then-unsatisfied condition is the Minimum Condition, Merger Sub shall extend the Offer from time to time for up to a total of an additional ten (10) Business Days and, if following such extension or extensions the Minimum Tender Condition remains the sole then-unsatisfied condition, Merger Sub shall extend the Offer if and only if the Company shall have requested in writing that Merger Sub so extend the Offer. In addition, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Expiration Time for the minimum period required by the applicable rules, regulations, interpretations or positions of the SEC (or its staff), or rules of any securities exchange, in each case, as applicable to the Offer. Notwithstanding any provision in this Agreement to the contrary, in no event shall Merger Sub be required to extend the Offer beyond the Outside Date. In addition, Merger Sub may (and Parent shall cause Merger Sub to, if requested by the Company), following the Acceptance Time, make available one or more “subsequent offering periods” in accordance with Rule 14d-11 under the Exchange Act (each a “Subsequent Offering Period”); provided, however, that Merger Sub shall not make available such a Subsequent Offering Period in the event that, prior to the commencement of any such Subsequent Offering Period, Parent and Merger Sub directly or indirectly own more than ninety percent (90%) of the outstanding Shares. (f) Subject to the satisfaction of the Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms and accept for payment, purchase payment and pay for (subject to any withholding of tax pursuant to Section 3.4(h)) all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon promptly as practicable (and in any event within three (3) Business Days) after the expiration of the Offer Expiration Time and in accordance with applicable Law (the “Offer Closing” and the time and date of acceptance on which Merger Sub accepts such Shares for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds sufficient necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreementfor, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither to fulfill all of Merger Sub nor Parent shall have any obligation to so extend the Offer at the CompanySub’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with obligations under this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (dg) As soon promptly as practicable on the date of commencement of the Offer is commencedOffer, Parent and Merger Sub shall (i) file a tender offer statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain or include the as exhibits an offer to purchase, form purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and form of notice of guaranteed delivery summary advertisement (the Schedule TO and all other ancillary the Offer documents (collectivelyto Purchase, together with any amendments all amendments, supplements and supplements exhibits thereto, the “Offer Documents”). The ) and (ii) cause the Offer Documents will comply (in all material respects with each case as and to the applicable provisions of extent required by the Exchange Act), along with the notice of the Merger (the “Maryland Notice”) required by Section 3-106(d)(1) of the Maryland General Corporation Law (the “MGCL”), to be disseminated to the Company’s stockholders of record. The Company shall promptly furnish Parent and Merger Sub all information concerning the Company and the Company Subsidiaries as shall cause be required by the Exchange Act to be set forth in the Offer Documents to be disseminated to holders Documents. Each of Shares as required by applicable federal securities Laws. Parent and Parent, Merger Sub, on the one hand, Sub and the Company, on the other hand, agree Company agrees to correct promptly correct any information provided by it for use in the Offer Documents or the Maryland Notice if it shall have become and to the extent that such information becomes false or misleading in any material respect or as otherwise required by applicable Law. , and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares the Company’s stockholders, in each case as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed (including any amendments thereto) prior to the filing thereof with the SEC or disseminated to holders of Shares, and SEC. Parent and Merger Sub shall give due consideration provide to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel (i) any comments or communications, whether written or oral, that Parent, Parent or Merger Sub (or their counsel counsel) may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments or communications. The Company communications and its counsel shall be given (ii) a reasonable opportunity to review any responses participate in the response to such comments or communications, communications and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselprovide comments on such response.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.19.01 and that none of the events or conditions set forth in Annex A shall have occurred and be existing and shall not have been waived by Parent (the conditions set forth in Annex A, Merger Sub the “Tender Offer Conditions”), Purchaser shall commence (within the meaning of Rule 14d-2(a) 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer as promptly as practicable and in any event within ten (10) business days after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)hereof. The obligation of Merger Sub Purchaser to commence accept for payment Shares validly tendered pursuant to the Offer and to pay the Per Share Amount for each such tendered and not subsequently withdrawn Share shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Tender Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub Conditions. Purchaser expressly reserves the right to waive any conditions such condition, to increase the Per Share Amount payable in the Offer, and to make any other changes to the Offer or change the terms and conditions of the Offer except thatOffer; provided, however, that without the prior written consent of the Company, Merger Sub Company (i) the Minimum Condition (as defined in Annex A) may not waive the condition in clause be waived and (aii) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which that (i) decreases the Offer Price payable in the Offer, (iiA) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Per Share Amount payable in the Offer, (iiiC) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum ConditionOffer, (ivD) imposes conditions to the Offer in addition to those set forth in Annex A hereto hereto, or which otherwise modifies (E) amends the conditions set forth in such Annex A or (v) amends hereto in any other term of the Offer in a manner materially adverse to the holders of Shares. . (b) Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on remain open until midnight, New York City time, at the end of the twentieth (20th) business day after the date that the Offer is commenced (the “Initial Expiration TimeDate”) that is twenty (20) Business Days after ), unless Purchaser shall have extended the commencement period of time for which the Offer (determined is open pursuant to, and in accordance with, this Section 2.01(b) or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire. Unless this Agreement or the Offer is terminated in accordance with its terms, Purchaser shall extend the Offer from time to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, time: (i) extend if the Offer for one Minimum Condition is not satisfied on or more additional consecutive periods of up to twenty before the Expiration Date; (20ii) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to of the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and clause (ii) extend of the second paragraph of the Tender Offer for Conditions are not satisfied on or before the Expiration Date; (iii) if the condition set forth in clause (d) of Annex A is not satisfied and is the sole condition remaining unsatisfied and the Company is using its reasonable best efforts to satisfy such condition; or (iv) if any period required by any applicable Law, rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or the staff of the SEC (the “SEC Staff”) thereof applicable to the OfferOffer requires such extension. IfPurchaser shall extend the Offer for up to five (5) business days after the satisfaction or waiver of the conditions set forth in clauses (i), at (ii) or (iii) in the Initial immediately preceding sentence, or for such period as may be required by any applicable Law, rule, regulation, interpretation or position set forth with respect to the condition in clause (iv) in the immediately preceding sentence; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Unless this Agreement or the Offer is terminated in accordance with its terms, Purchaser may in its sole election extend the Offer from time to time if any of the Tender Offer Conditions, other than the conditions set forth in the second sentence of this Section 2.01(b), are not satisfied or waived on or before the Expiration Time or subsequent expiration time related to an extension Date. If all of the Tender Offer Conditions are satisfied, but the number of Shares that have been validly tendered and not withdrawn in the Offer, including an extension pursuant to this sentence, together with any Shares then owned by Parent is less than 90% of the conditions outstanding Shares on a Fully Diluted Basis, Purchaser may, in its sole discretion, and subject to the obligation first sentence of Merger Sub subsection (c), commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to accept for payment, purchase and pay for Shares tendered pursuant 20 business days to acquire additional outstanding Shares. (c) Subject to the terms and conditions set forth in this Agreement and to the satisfaction or waiver of the Tender Offer has not been satisfied (or waived in accordance with this Agreement)Conditions, then, if requested by the Company, Merger Sub Purchaser shall, and Parent shall cause Merger Sub it to, extend promptly after the Offer through such time as the Company may specifyExpiration Date, which time shall be no later than the Termination Date; provided, however, accept for payment and pay for (after giving effect to any required withholding Tax) all Shares that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares been validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger withdrawn pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent . If Purchaser shall cause Merger Sub to) provide commence a subsequent offering period in connection with the Offer, Purchaser shall accept for payment and pay for (a “Subsequent Offering Period”after giving effect to any required withholding Tax) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend all additional Shares validly tendered during such subsequent offering period. (d) As soon promptly as reasonably practicable on the date of commencement of the Offer is commencedOffer, Parent and Merger Sub Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall include the contain or shall incorporate by reference an offer to purchase, form purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and form forms of notice of guaranteed delivery and all any related summary advertisement (the Schedule TO, the Offer to Purchase and such other ancillary Offer documents (collectivelydocuments, together with any all supplements and amendments and supplements thereto, being referred to herein collectively as the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions Each of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger SubParent, on the one hand, Purchaser and the Company, on the other hand, agree Company agrees to correct promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub respect, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities LawsLaw. 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 2.01(d). Parent and Purchaser shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are prior to such documents being filed with the SEC or disseminated to holders of Shares, and . Parent and Merger Sub Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments or communications, whether written or oral, that Parent, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff the SEC Staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments or communications. The and shall provide the Company and its counsel shall be given with a reasonable opportunity to review any responses participate in the response of Parent or Purchaser to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselcomments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18.1 and none of the events described in any of paragraphs (a) or (b) of Annex III hereto have occurred and be continuing (unless waived by Parent or Sub), Merger Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2(a) 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 after within ten (10) business days following the date hereof hereof. The obligations of Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (but not later than the twentieth (20th) day from and including the date of initial public announcement as it may be extended in accordance with requirements of this AgreementSection 1.1(a). The obligation of Merger Sub to commence the Offer ) shall be subject only to the condition that none of the events conditions set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant III hereto. Subject to the Offer shall be subject only to the prior satisfaction (or waiver by Parent or Merger Sub of conditions set forth in their sole discretion (but subject Annex III hereto, Sub shall, and Parent shall cause Sub to, 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 next sentence)Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) of that contains the terms set forth in this Agreement and the conditions set forth in such Annex A. Merger Sub III hereto. Parent expressly reserves the right to waive any of such conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, decrease the Offer Price or change the form of consideration in which any component of the Offer Price is payable, decrease the number of Shares sought in the Offer, waive or change the Minimum Condition (as defined in Annex III hereto), modify or amend any of the conditions set forth in Annex III hereto or otherwise modify or amend any other term or condition of the Offer, in each case in any manner adverse to the holders of the Company Common Stock, impose any conditions to the Offer that are not set forth on Annex III hereto, or change extend the terms Offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension (as permitted in accordance with this Section 1.1), if any, of the Offer, whichever is later (the “Expiration Date”) except thatas set forth below, in each case without the prior written consent of the Company, Merger Sub may not waive the condition in clause Company (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration such consent to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated authorized by the Minimum ConditionCompany Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, (iv) imposes conditions but subject to the Offer parties’ respective rights to terminate this Agreement in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreementaccordance with Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to upon the Offer as soon as practicable after the expiration written request of the Offer (Company at least one business day before the date of acceptance for paymentthen-scheduled expiration date, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with beyond the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled initial expiration date if, at any scheduled (or extended) expiration of the Offer Offer, any of the conditions to the Offer set forth in Annex A III hereto (other than the Minimum Condition) shall not have been be satisfied or waivedwaived for up to two periods of not more than ten (10) business days per extension, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) from time to time, extend the Offer if at the scheduled or extended Expiration Date the Minimum Condition is not satisfied, for up to two periods of ten (10) business days per extension or (iii) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the SEC United States Securities and Exchange Commission (“SEC”), or the staff thereof thereof, applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions In addition to the obligation of Merger Sub to accept for payment, purchase foregoing and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (excluded from any such wholly owned Subsidiaries of Parentlimitations, Parent and Merger Sub, each Sub also may provide a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) period” in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering periodAct. (db) As soon as practicable on On the date of commencement of the Offer is commencedOffer, Parent and Merger Sub shall file with the SEC SEC, pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include include, as exhibits, the offer Offer to purchase, Purchase and a form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents summary advertisement (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the recommendation and the approval of the Company Board of Directors referred to in Section 3.20(a). The Offer Documents will comply in all material respects with the all applicable provisions of the Exchange Act. Parent and Merger Sub shall agree to take all commercially reasonable steps necessary to cause the Offer Documents to be filed with the SEC and, subject to the Company’s compliance with Section 1.2(c), disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities LawsLaw. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Parent and Sub further agrees agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares Shares, 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 on the Offer Documents Schedule TO and any amendment thereto before they are it is filed with the SEC or disseminated to holders of SharesSEC, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes modifications thereto suggested thereto by the Company and its legal counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments or communicationscomments, whether written or oral, that Parent, Merger Sub or 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 Parent’s or Merger Sub’s, as the case may be, upon receipt of such comments comments, and any written or communicationsoral responses thereto, and the Company shall have the right to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form. The Company and its legal counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by views and comments of the Company and its counsellegal counsel with respect thereto. (c) Parent shall provide or cause to be provided to Sub promptly following the expiration of the Offer or any subsequent extension thereof, as applicable, all funds necessary to promptly pay in full in cash the aggregate Offer Price for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Provided that this Agreement So long as none of the events set forth in clauses (a) through (h) of Annex I hereto shall not have been terminated in accordance with Section 8.1occurred or exist, Merger Sub the Purchaser shall, and Parent shall cause the Purchaser to, commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as practicable after the date hereof (hereof, but in any event not later than May 4, 1998, the Offer for any and all outstanding Shares not owned by the Purchaser at the Offer Price applicable to such Shares, net to the seller in cash. The initial expiration date for the Offer shall be the twentieth (20th) business day from and after the date the Offer is commenced, including the date of initial public announcement commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act (the "Expiration Date"). As promptly as practicable, the Purchaser shall file with the Securities and Exchange Commission (the "SEC") the Purchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1" and together with the documents therein pursuant to which the Offer will be made, and with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of this Agreement)Shares with respect to the Offer. The obligation of Merger Sub Parent and the Purchaser to commence accept for payment or pay for any Shares tendered pursuant to the Offer shall will be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares there being validly tendered and not withdrawn pursuant prior to the Offer shall be subject only expiration of the Offer, that number of Shares which represents at least 66-2/3% of the Shares outstanding on a fully diluted basis (without giving pro forma effect to the potential issuance of any Shares issuable under the Stock Option Agreement) (the "Minimum Condition") and to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the other conditions set forth in such Annex A. Merger Sub expressly reserves the right I hereto ("fully diluted basis" means issued and outstanding Shares and Shares subject to waive any conditions to the Offer or change the terms of the Offer except that, without issuance under outstanding employee stock options). Without the prior written consent of the Company, Merger Sub may the Purchaser shall not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases decrease the Offer Price or change the form of consideration payable in the Offer, (ii) changes decrease the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares sought to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum ConditionOffer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (viii) amends amend any other term of the Offer in a any manner adverse to the holders of any Shares. Subject to ; provided, however, that if on the terms and conditions initial scheduled Expiration Date, the sole condition remaining unsatisfied is the failure of the Offer and this Agreementwaiting period under the HSR Act (as hereinafter defined) to have expired or been terminated, Merger Sub the Purchaser shall, and Parent shall cause Merger Sub the Purchaser to, extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. (b) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer set forth in Annex I hereto as of the Expiration Date, the Purchaser will accept for payment, purchase payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Expiration Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sublaws and, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be date filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC date first published, sent or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect given to the Offer Documents promptly after Parent’s Company's shareholders, shall not contain any untrue statement of a material fact or Merger Sub’somit to state any material fact required to be stated therein or necessary in order to make the statements made therein, as in light of the case may becircumstances under which they were made, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.not misleading,

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18.1 hereof and none of the events set forth in Annex I hereto shall have occurred and be continuing, the Purchaser or Merger Sub shall commence (within the meaning of Rule 14d-2(a) 14d-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act"EXCHANGE ACT") the Offer as promptly as practicable after the date hereof (practicable, but not in no event later than five business days following the twentieth (20th) day from and including the date of initial public announcement execution of this Agreement), and, subject to the conditions of the Offer, shall use all reasonable efforts to consummate the Offer. The obligation of Merger Sub the Purchaser to commence consummate the Offer and to accept for payment any Shares tendered pursuant thereto shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the only those conditions set forth in such Annex A. Merger Sub I. The Purchaser expressly reserves the right to waive any conditions such condition or to increase the Per Share Amount. The Per Share Amount shall be net to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition seller in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interestcash, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay reduction only for any and all applicable Federal back-up withholding or stock transfer taxes payable by the seller. The Company agrees that no Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for held by the Company will be tendered pursuant to the Offer. (b) Unless extended as provided in this Agreement, Without the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the prior written consent of the Company, the Purchaser shall not (i) extend decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I) or (iv) impose additional conditions to the Offer for one or more additional consecutive periods amend any other term of up the Offer in any manner adverse to twenty (20) Business Days per extension (with the length holders of such periods to be determined in the sole discretion of Parent consistent with applicable Law)Shares; PROVIDED HOWEVER, that if on any then-scheduled the initial expiration date of the Offer Offer, which shall be November 18, 1998 (together with any of extensions thereof, if any, the "EXPIRATION DATE"), all conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) the Purchaser may extend the Offer for any period required by any ruleExpiration Date up to an additional six (6) business days to the extent necessary to permit such condition to be satisfied; provided, regulationfurther, interpretation or position however, that the Expiration Date may not be extended beyond November 27, 1998, except with the written consent of the SEC or Company. The Purchaser shall, on the staff thereof applicable terms and subject to the Offer. If, at prior satisfaction or waiver of the Initial Expiration Time or subsequent expiration time related to an extension conditions of the Offer, including an extension pursuant to this sentenceaccept for payment and purchase, any as soon as permitted under the terms of the conditions Offer, all Shares validly tendered and not withdrawn prior to the obligation expiration of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer. (c) The Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than made by means of an offer to purchase (the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of "OFFER TO PURCHASE") having only the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this AgreementI hereto. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.Securities

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.19.01, Merger Sub Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2(a) Offer to purchase all of the Exchange Act) Shares at the Offer Per Share Amount as promptly as practicable after the date hereof (but not no later than the twentieth six (20th6) day from and including Business Days after the date of initial public announcement of this Agreement)hereof. The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub Purchaser to accept for payment, purchase payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer shall will be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of each of the conditions set forth in such Annex A. Merger Sub Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer and to make any other changes in the terms and conditions of the Offer, subject, in each case, to the provisions of Section 2.01(b). Notwithstanding the foregoing, Purchaser shall not be required to commence the Offer if, immediately prior to such commencement, anything shall have occurred that gives rise to a right of (1) Parent to terminate this Agreement or change (2) Purchaser, pursuant to clause (a)(4) or (b) of Annex A hereto, to not accept for payment or pay for the terms Shares; provided, that for purposes of clause (2) above, references to any other date in clause (a)(4) and (b) of Annex A shall be deemed to be the date of the commencement of the Offer; and provided, further, that if Purchaser has not commenced the Offer except thatin accordance with clause (1) or (2) above within forty-five (45) days of the date hereof, the Company shall have the right to terminate this Agreement pursuant to Section 9.01(e). (b) Purchaser shall not, without the prior written consent of the Company, Merger Sub may not waive (1) decrease the condition in clause (a) Per Share Amount or change the form of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price consideration payable in the Offer, (ii2) changes the form of consideration to be paid in the Offer, (iii) reduces reduce the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum ConditionOffer, (iv3) imposes impose conditions to the Offer in addition to those set forth in Annex A hereto A, (4) modify, waive or which otherwise modifies change the conditions set forth in such Annex A Minimum Condition, (5) amend or (v) amends modify any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of Company’s shareholders, or (6) extend the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or a manner other than in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offerthis Agreement. (bc) Unless extended as provided in this Agreement, Purchaser shall from time to time extend the Offer beyond the initial scheduled expiration date, which shall expire on the date (the “Initial Expiration Time”) that is be twenty (20) Business Days after following the commencement of the Offer Offer, for five (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (205) Business Days per extension in each instance (with or for such different period to which the length of such periods to be determined Company agrees in its reasonable discretion) if, at the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer (or any extension thereof), any of the conditions to the Offer set forth in Annex A shall Purchaser’s obligation to accept Shares for payment is not have been satisfied or waived. In addition, and if this Agreement Purchaser shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period or periods required by any rule, regulation, interpretation applicable Law or position applicable interpretations or positions of the SEC or the staff thereof applicable to the Offerits staff. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), thenFurther, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, waived but the number of Shares validly tendered and not withdrawn, together with the SharesShares held by Parent and Purchaser, if any, held by Parent and Merger Sub is less than ninety percent (90%) of the Fully Diluted Shares, then upon the expiration date of the Offer (or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”extension thereof), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub Purchaser may (and if the Company so requests Merger Sub shallprovide “subsequent offering periods,” as such term is defined in, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with with, Rule 14d-11 under the Exchange Act Act, for an aggregate period not to exceed twenty (20) Business Days (for all such extensions) and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering periodperiods are provided, Purchaser shall (1) give the required notice of such subsequent offering period and (2) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. (d) Promptly upon the satisfaction or waiver (subject to Section 2.01(b)) by Purchaser of the conditions set forth in Annex A, Purchaser shall accept for payment and pay for all Shares as promptly as practicable after the expiration date of the Offer (or any extension thereof) (the date of acceptance for payment, the “Acceptance Date”). On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay pursuant to the Offer. (e) Purchaser shall pay the Per Share Amount (less any Taxes required by applicable Law to be withheld) net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. If the payment is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it will be a condition of payment that the Certificate so surrendered be endorsed properly or otherwise be in proper form for transfer, and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Per Share Amount to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Purchaser that such Taxes either have been paid or are inapplicable. (f) As soon promptly as reasonably practicable on the date of commencement of the Offer is commencedOffer, Parent and Merger Sub Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall include the . The Schedule TO will contain or incorporate by reference an offer to purchase, form purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer customary documents (collectivelythe Schedule TO, the Offer to Purchase and such other documents, together with any all supplements and amendments and supplements thereto, being referred to herein collectively as the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger SubParent, on the one hand, Purchaser and the Company, on the other hand, Company agree to correct promptly correct any information provided by it any of them for use in the Offer Documents if it that shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub misleading, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable U.S. federal securities LawsLaws to give effect to the Offer. The Purchaser shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents before they are filed and all amendments and supplements thereto prior to their filing with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselSEC. In addition, Parent and Merger Sub agree to Purchaser shall provide the Company and its counsel with copies of any comments or communicationswritten comments, whether written or oraland shall inform them of any oral comments, that Parent, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments comments, and any written or communicationsoral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses to such comments or communications, and Parent and Merger Sub Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (g) In the event this Agreement is terminated pursuant to Section 9.01 prior to the Acceptance Date, Parent and Purchaser shall promptly terminate the Offer without accepting any Shares previously tendered and Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, all tendered Shares to the registered holders thereof.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated Agreement, as promptly as practicable, and in accordance with Section 8.1any event no more than ten Business Days, after the date of this Agreement, Merger Sub Subsidiary shall, and Parent shall commence (cause Merger Subsidiary to, commence, within the meaning of Rule 14d-2(a) of l4d-2 under the Exchange Act) , the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)Offer. The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion)Subsidiary to, and the obligation of Parent to cause Merger Sub to Subsidiary to, accept for payment, purchase payment and pay for any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. A and to the terms and conditions of this Agreement; provided that Parent and Merger Sub expressly reserves the right to Subsidiary may waive any of the conditions to the Offer or change (other than the Minimum Condition, which may not be waived without the prior written consent of the Company) and may make changes in the terms and conditions of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes to the form of consideration to be paid paid, no decrease in the Offer, (iii) reduces Offer Price or the maximum number of Shares to be purchased sought in the Offer or the minimum number of Shares contemplated by the Minimum Conditionmay be made, (iv) no change which imposes additional conditions to the Offer in addition to those or modifies any of the conditions set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms Shares may be made and conditions of neither Parent nor Merger Subsidiary may extend the Offer and this AgreementOffer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or except in accordance with Sections 3.2(iSection 2.01(c). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on On the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the of commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule TO (determined pursuant as amended and supplemented from time to Rule 14d-1(g)(3) under time, the "Schedule TO"), which shall comply in all material respects with the provisions of applicable federal securities laws, and shall contain the offer to purchase relating to the Offer and forms of the related letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the "Offer Documents"). The Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities laws. In conducting the Offer, the Parent and the Merger Subsidiary shall comply in all material respects with the provisions of the Exchange Act)Act and any other applicable laws necessary to be complied with in connection with the Offer. The Company shall promptly furnish to Parent and Merger Sub may, without Subsidiary all information concerning the consent of Company and its Subsidiaries and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.01. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Merger Subsidiary agree to provide the Company, and to consult with the Company and its counsel regarding, any comments that may be received from the SEC or its staff (iwhether written or oral) extend with respect to the Offer Documents promptly after receipt thereof and any responses thereto. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for one use in the Offer Documents if and to the extent that it shall have become false or more additional consecutive periods of up misleading in any material respect, and Parent and Merger Subsidiary further agree to twenty (20) Business Days per extension (take all steps necessary to cause the Offer Documents as so corrected to be filed with the length SEC and be disseminated to holders of such periods Shares, in each case, as and to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-extent required by law. (c) The initial scheduled expiration date of the Offer shall be 20 Business Days after the date of its commencement. Notwithstanding the foregoing, Parent and Merger Subsidiary shall have the right to extend the Offer (i) from time to time if, at any scheduled expiration date of the Offer, any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, until such conditions are satisfied or waived; provided that if any of the conditions to the Offer are not satisfied or waived on any scheduled or extended expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer, if such condition or conditions could reasonably be expected to be satisfied prior to ten Business Days following the initial scheduled expiration date of the Offer; provided further that if the conditions set forth in clauses (x) or (y) of the first sentence of Annex A hereto are not satisfied or waived or the condition set forth in clause (z) of Annex A is not satisfied or waived as a result of the occurrence of any of the events described in subparagraphs (b) or (g) thereon on any scheduled expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer at the request of the Company (but in no event shall Parent and Merger Subsidiary be obligated to extend expiration of the Offer pursuant to this Agreement shall not have been terminated in accordance with Article VIIIclause (i) beyond August 15, and 2004), (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. IfOffer or any period required by applicable law, at (iii) on one or more occasions (all such occasions aggregating not more than ten Business Days) beyond the Initial Expiration Time latest expiration that would otherwise be permitted under clause (i) or subsequent expiration time related to an extension (ii) of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for paymentif, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement)on such expiration date, then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer Merger Subsidiary's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered (and not withdrawn) pursuant to the Offer, together with Shares then owned by Parent, represents less than 90% of the Sharesoutstanding Shares on a fully diluted basis; provided, however, that Parent's decision to extend the Offer in the case of this clause (iii) shall constitute a waiver of the conditions set forth in clauses (d) and (f) on Annex A and of its right to terminate the Agreement under Sections 8.01(b), (d), (j) or (k), (iv) on up to two occasions (for a period not to exceed ten Business Days on each occasion) if any, held by Parent an Adverse Market Change shall have occurred and Merger Sub be continuing on the initial or any other direct extended expiration date of the Offer, and (v) for one or indirect wholly owned Subsidiary more subsequent offering periods of Parent up to an additional 20 Business Days in the aggregate (any such wholly owned Subsidiaries collectively, the "Subsequent Period") pursuant to Rule 14d-11 of Parentthe Exchange Act. Notwithstanding the foregoing, Parent and Merger Sub, each a “Parent Company”Subsidiary shall also have the right to extend the Offer in accordance with Section 8.01(f), constitute less than . (d) Subject to the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise terms and conditions of the Top-Up Option in full), then, upon the applicable expiration time of the OfferOffer and this Agreement, Merger Sub may (and if the Company so requests Merger Sub Subsidiary shall, and Parent shall cause Merger Sub Subsidiary to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering periodOffer as soon as possible after the expiration thereof; provided that Merger Subsidiary shall immediately accept and promptly pay for all Shares as they are tendered during any Subsequent Period. Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer. (de) As soon as practicable on The Offer Price may be increased by the date Parent without the consent of the Company, in which case the Offer is commencedshall be extended, Parent and Merger Sub shall file with without the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form consent of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectivelyCompany, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsellaw.

The Offer. (a) Provided that 1.1.1 As promptly as practical after the date of this Agreement shall not have been terminated on a date mutually agreeable to Parent, HoldCo and the Company (but in accordance with Section 8.1no event later than August 16, 2016), Merger Sub shall (and Parent and HoldCo shall (and Parent shall cause HoldCo to) cause Merger Sub to) commence (within the meaning of Rule 14d-2(a) of 14d-2 under the Exchange Act) the Offer as promptly as practicable after Offer. 1.1.2 In accordance with the date hereof (but not later than the twentieth (20th) day from terms and including the date of initial public announcement conditions of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)extent such waiver is permitted by applicable Law) of the conditions set forth in such Annex A. I (collectively, the “Offer Conditions”), Merger Sub shall (and HoldCo shall (and Parent shall cause HoldCo to) cause Merger Sub to), promptly (within the meaning of Rule 14e-1(c) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) following the Expiration Time, irrevocably accept for payment (the time of acceptance for payment, the “Offer Acceptance Time”) and, at or as promptly as practicable following the Offer Acceptance Time (but in any event within three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) thereafter) pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. HoldCo shall (and Parent shall cause HoldCo to) provide or cause to be provided to Merger Sub, at the Offer Acceptance Time and on a timely basis at all times thereafter, the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. 1.1.3 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 subject only to the Offer Conditions. Merger Sub expressly reserves the right to (i) increase the Offer Price, (ii) waive any conditions Offer Condition other than the Minimum Condition and (iii) make any other changes to the terms and conditions of the Offer or change not inconsistent with the terms of the Offer except this Agreement; provided that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex Ashall not, and no change in the Offer may be made which HoldCo shall (and Parent shall cause HoldCo to) cause Merger Sub not to: (i) decreases decrease the Offer Price payable in the Offer, Price; (ii) changes change the form of consideration to be paid in the Offer, ; (iii) reduces decrease the maximum number of Shares shares subject to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, Offer; or (iv) imposes impose additional conditions to the Offer in addition to those set forth in Annex A hereto or, except as permitted by this Agreement, otherwise amend, modify or which otherwise modifies supplement any of the conditions set forth in such Annex A to the Offer or (v) amends any other term terms of the Offer in a manner materially adverse to the holders of Shares. Subject to the terms and conditions shares of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the OfferCompany Common Stock. (b) Unless extended as provided in this Agreement, the 1.1.4 The Offer shall expire at Midnight (New York City time) on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after following commencement (within the commencement meaning of Rule 14d-2 under the Exchange Act) of the Offer (determined such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to Rule 14d-1(g)(3) under and in accordance with Section 1.1.5, the Exchange Actdate 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”). Merger Sub may. 1.1.5 Subject to the parties’ respective rights to terminate the Agreement pursuant to Section 7, without the consent of the CompanyOffer may or shall, as applicable, be extended from time to time as follows: (i) extend if, at the then-scheduled Expiration Time, any of the Offer for one Conditions has not been satisfied or more additional consecutive periods of up waived by Parent, HoldCo and Merger Sub (to twenty (20) Business Days per extension (with the length of extent such periods to be determined in the sole discretion of Parent consistent with waiver is permitted under this Agreement and applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, then Merger Sub shall, and HoldCo shall (and Parent shall cause HoldCo to) cause Merger Sub to, extend the Offer through on one or more occasions in consecutive increments of five Business Days each (each such time increment to end at 5:00 p.m. (New York City time), on the last Business Day of such increment) (or such other duration of up to 20 successive Business Days at the sole discretion of Parent and HoldCo or as may be agreed to by Parent, HoldCo and the Company may specify, which time shall be no later than Company) in order to permit the Termination Datesatisfaction of such Offer Condition(s); provided, however, that neither Merger Sub nor Parent shall have any obligation not be required or permitted to so extend the Offer at to a date later than the Outside Date; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the Securities and Exchange Commission (the “SEC”) or its staff, or The NASDAQ Global Select Market (“NASDAQ”) or its staff. Merger Sub shall not, and HoldCo shall (and Parent shall cause HoldCo to) not permit Merger Sub to, extend the Offer in any manner except as required or expressly permitted pursuant to this Section 1.1.5 or as may otherwise be agreed in writing with the Company’s request if either . Notwithstanding the foregoing, in the event that, as a result of the conditions set forth in paragraph (c)(ii) or (c)(iii) extension of Annex A are not at such time satisfied the Offer in accordance with this Agreement. Nothing in the provisions of this Section 2.1(b) 1.1.5, the Expiration Time would occur on or after the date that is the Outside Date, the Expiration Time shall affect or impair any termination rights under Article VIIIinstead occur at 5:00 p.m., (New York City time), on the Business Day immediately preceding the Outside Date. 1.1.6 The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (c) If all including any dividend or other 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 conditions date of this Agreement and at or prior to the Offer are satisfied or waivedAcceptance Time, but and such amendment to the number Offer Price shall provide to the holders of Shares validly tendered and shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided, however, that the Company may not withdrawn, together effect such change except as expressly permitted by this Agreement. 1.1.7 In the event that this Agreement is terminated in accordance with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer7, Merger Sub may shall (and if the Company so requests Merger Sub shall, HoldCo shall (and Parent shall cause HoldCo to) cause Merger Sub to) provide a subsequent offering period as promptly as practicable (a “Subsequent Offering Period”and in any event within one Business Day of such termination) irrevocably and unconditionally terminate the Offer, and shall not acquire any shares of Company Common Stock pursuant to the Offer and shall instruct any depository acting on behalf of Parent, HoldCo or Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the registered holders thereof. 1.1.8 On the date of commencement of the Offer (within the meaning of Rule 14d-11 14d-2 under the Exchange Act andAct), if applicable and to the extent permitted under such Rule 14d-11Parent, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and HoldCo or Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer in accordance with Rule 14d-3 under the Exchange Act (together with all exhibits, which shall include amendments and supplements thereto, the offer “Schedule TO”) that will contain or incorporate by reference the Offer to purchase, Purchase and form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectivelythe Schedule TO, together with any amendments and supplements theretoall documents included therein pursuant to which the Offer will be made, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent Parent, HoldCo and Merger Sub shall cause cause, at Merger Sub’s expense, the Offer Documents to be disseminated to holders of Shares the Company’s stockholders as and to the extent required by applicable federal securities LawsLaw. Parent and Each of Parent, HoldCo, Merger Sub, on the one hand, Sub and the Company, on the other hand, agree Company shall use its respective reasonable best efforts to promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. respect, and Parent and HoldCo further agree to use reasonable best efforts to promptly cause, at Merger Sub further agrees to take all steps necessary to cause Sub’s expense, the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to promptly be disseminated to holders of Shares the Company’s stockholders, in each case as and to the extent required by applicable federal securities LawsLaw. The Company shall use reasonable best efforts to promptly furnish or otherwise make available to Parent, HoldCo, Merger Sub or Parent’s, HoldCo’s and Merger Sub’s legal counsel any information concerning the Company and the Company’s Subsidiaries that is required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent, HoldCo or Merger Sub for inclusion in or in connection with the Offer Documents. Parent, HoldCo and Merger Sub shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed prior to the filing thereof with the SEC or disseminated to holders of SharesSEC. Parent, and Parent HoldCo and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with a copy of any comments or communicationswritten comments, whether and a written or oralsummary of any oral comments, that Parent, HoldCo, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of any such comments or communicationscomments. The Each of Parent, HoldCo and Merger Sub shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on any proposed written responses to any comments of the SEC or its staff with respect to the Offer Documents. 1.1.9 Parent, HoldCo, Merger Sub and the paying agent with respect to the Offer shall be entitled to deduct and withhold from the Offer Price payable pursuant to the Offer such comments or communicationsamounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and Parent the rules and Merger Sub regulations promulgated thereunder (the “Code”), or under any provision of state, local or foreign Tax Law. To the extent amounts are so withheld and (if required) paid over to the appropriate Governmental Authority, the withheld amounts shall give due consideration be treated for all purposes of this Agreement as having been paid to all reasonable additions, deletions or changes suggested thereto by the Company Person in respect of which such deduction and its counselwithholding was made.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article IX, Merger Parent shall, or shall cause Offer Sub to, commence an offer to acquire all outstanding shares of SRH Common Stock not owned, directly or indirectly, by the Company at a price of $72.00 per share of SRH Common Stock. Parent shall, and shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) cause Offer Sub, to use its reasonable efforts to cause the Offer to be consummated at, or as promptly soon as practicable after possible following, the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)Effective Time. The obligation of Merger Parent or Offer Sub to commence consummate the Offer and to accept for payment and to pay for any shares of SRH Common Stock tendered pursuant thereto shall be subject only to the condition that none of the events conditions set forth in clause Article VIII to this Agreement and to the prior or concurrent consummation of the Merger (c) collectively, the "Offer Conditions"), which are for the sole benefit of Annex A hereto shall have occurred Parent and Offer Sub and may be continuing (and not asserted by Parent or Offer Sub regardless of the circumstances giving rise to any such condition, or waived by Parent or Merger Offer Sub in their whole or in part at any time and from time to time in its sole discretion); provided, and the obligation that in no event shall Parent or Offer Sub purchase any shares of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn SRH Common Stock pursuant to the Offer if the Merger shall not have occurred or concurrently occur. The Company and SRH agree that no shares of SRH Common Stock held by the Company, SRH or any of their respective Subsidiaries will be subject only tendered to Parent or Offer Sub pursuant to the satisfaction (or waiver by Offer. Parent or Merger and Offer Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except thatwill not, without the prior written consent of the CompanySRH, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases decrease or change the Offer Price form of the consideration payable in the Offer, (ii) changes decrease the form number of consideration shares of SRH Common Stock sought pursuant to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes impose additional conditions to the Offer or change the Offer Conditions (provided, that Parent or Investor in addition to those set forth its sole discretion may waive any such conditions and, in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A connection therewith, substitute a less restrictive condition) or (v) amends make any other term change in the terms or conditions of the Offer in a manner which is materially adverse to the holders of Sharesthe shares of SRH Common Stock. Notwithstanding the foregoing, Parent and SRH may, without the consent of the Company or SRH, (x) extend the Offer, if at the scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as all conditions are satisfied or waived, (xi) extend the Offer for any period required by any statute, rule, regulation, interpretation or position of any Governmental Authority applicable to the Offer, and (xii) extend the Offer for any reason on one or more occasions for an aggregate of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clauses (x) and (xi) of this sentence. Subject to the Offer Conditions and the terms and conditions of the Offer and this Agreement, Merger Sub Parent shall, and Parent shall cause Merger Offer Sub to, accept for payment, purchase and pay for for, all Shares shares of SRH Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1 hereof and nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, Merger as promptly as practicable after the date hereof, Parent shall cause Sub to commence and Sub shall commence (within the meaning of Rule 14d-2(a14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase all of the Exchange Actissued and outstanding shares of the Company Common Stock at a price of $7.00 per share (the "Offer Price") net to the Offer as promptly as practicable after seller in cash, but subject to any withholding required by law (the date hereof "Initial Offer"). (but not later than the twentieth (20thb) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Initial Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger I hereto. Sub shall not except as expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except thatcontemplated hereby, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no make any change in the terms or conditions of the Initial Offer may be made which (i) decreases that is adverse to the holders of the Company Common Stock in any material respect, decrease the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes impose material conditions to the Initial Offer in addition to other than those set forth in Annex A I hereto or which otherwise modifies the conditions set forth (it being agreed that a waiver by Sub of any condition, in such Annex A or (v) amends any other term of the Offer in a manner its sole discretion, shall not be deemed to be adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(iCompany Common Stock). Parent shall provide or cause to be ; provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer.that: (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Initial Offer any of the all conditions to the Initial Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIIIthe Initial Offer may, and but need not, be extended from time to time without the consent of the Company for such period of time as is reasonably expected by Sub to be necessary to satisfy the unsatisfied conditions; (ii) extend the Initial Offer may be extended by Sub without the consent of the Company for any period required by any rule, regulation, interpretation or position of the SEC United States Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Initial Offer. If, ; and (iii) if at any scheduled expiration date of the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the Offer all conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Initial Offer has not shall have been satisfied but less than a number of shares of Company Common Stock that, together with the number of shares of Company Common Stock owned by Parent and Sub, represents ninety percent (or waived in accordance with this Agreement)90%) of the outstanding shares of Company Common Stock, thenon a fully-diluted basis, if requested by shall have been tendered into the CompanyInitial Offer, Merger Sub shall, and Parent shall cause Merger Sub be entitled to (but not required to, ) extend the Initial Offer through such from time as to time without the consent of the Company may specify, (but in no event beyond one week after the date on which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either all of the conditions set forth in paragraph Annex I have been satisfied) in order to permit Sub to solicit additional shares to be tendered into the Initial Offer. Notwithstanding the foregoing, Sub may not, without the consent of the Company, extend the scheduled expiration date of the Initial Offer beyond September 28, 2000; provided, however, Sub may extend the scheduled expiration date of the Initial Offer beyond such date for such period of time as is reasonably expected by Sub to be necessary to satisfy the unsatisfied conditions if Sub has not purchased shares of Company Common Stock pursuant to the Initial Offer due to a delay in the consummation of the Initial Offer resulting from (c)(iii) review of the Offer Documents (as hereinafter defined) by the SEC, (ii) receipt of regulatory approvals required under applicable Law (as hereinafter defined), including, but not limited to approvals under the HSR Act (as hereinafter defined) or (c)(iiiiii) the existence of any of the conditions contained in Sections (i) or (ii) of Annex A are not at such time satisfied I hereto. Sub shall, unless Sub shall have in accordance with this Agreement. Nothing in its sole discretion exercised its right to extend the termination date of the Initial Offer pursuant to this Section 2.1(b1.1(b), on the terms and subject to the prior satisfaction or waiver of the conditions of the Initial Offer, accept for payment and purchase, as soon as permitted under the terms of the Initial Offer, all shares of the Company Common Stock validly tendered and not withdrawn prior to the expiration date of the Initial Offer. It is agreed that the conditions to the Initial Offer are solely for the benefit of Sub and may be asserted by Sub regardless of the circumstances giving rise to any such condition (including any action or inaction by Sub) shall affect or impair may, but need not, be waived by Sub, in whole or in part at any termination rights under Article VIIItime and from time to time, in its sole discretion. (c) If all The Initial Offer shall be made by means of an offer to purchase (the "Offer to Purchase") that is subject to the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option set forth in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) Annex I hereto. As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of commencement of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.Initial

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article VIII hereof, as promptly as practicable after the date hereof (but in no event later than the seventh (7th) Business Day after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2(a) of 14d-2 under the Exchange Act) ), and Parent shall cause Merger Sub to commence, the Offer to purchase all of the issued and outstanding Shares at a price per Share in cash equal to $31.00 net to the seller, without interest and less any taxes required to be withheld as promptly described in Section 3.5 (such amount to be paid for each Share, as practicable after it may be amended from time to time in accordance with the date hereof (but not later than terms hereof, the twentieth (20th) day from and including the date of initial public announcement of this Agreement“Offer Price”). The obligation Company agrees that no Shares owned by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (b) The obligations of Merger Sub Sub, and of Parent to commence cause Merger Sub, to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date (the “Tendered Shares”) shall be subject only to (i) the condition that none satisfaction of the events set forth in clause Minimum Condition and (cii) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the other conditions set forth in Annex I hereto (such Annex A. conditions, together with the Minimum Condition, the “Offer Conditions”) and the terms and conditions hereof. The Offer Conditions are for the sole benefit of Parent and Merger Sub. Parent and Merger Sub expressly reserves reserve the right to waive any conditions to increase the Offer Price or change to waive or to modify the terms or conditions of the Offer Offer, except that, without the prior written consent of the Company, neither Parent nor Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which shall (i) decreases reduce the Offer Price payable in the OfferPrice, (ii) changes change the form of consideration to be paid payable in the Offer, (iii) reduces reduce the maximum number of Shares to be purchased by Merger Sub in the Offer Offer, (iv) waive or the minimum number of Shares contemplated by amend the Minimum Condition, (ivv) imposes add to the Offer Conditions or impose any other conditions to the Offer, (vi) extend the expiration of the Offer except as required or permitted in addition to those set forth in Annex A hereto Section 1.1 of this Agreement, (vii) otherwise amend, modify or which otherwise modifies the conditions set forth in such Annex A supplement any Offer Condition or (v) amends any other term of the Offer set forth in this Agreement, in each case in a manner adverse to the holders of Shares. Shares or (viii) abandon or terminate the Offer, except as expressly provided in this Agreement. (c) Subject to the terms and conditions of this Agreement and the Offer, the initial expiration date for the Offer shall be midnight, New York City time, the twentieth (20th) Business Day from and after the date the Offer is commenced, as determined in accordance with Rule 14d-1(g)(3) of the Exchange Act (such initial expiration date as it may be extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall, and Parent shall cause Merger Sub it to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or the staff thereof or the NASDAQ Stock Market (“NASDAQ”) that is applicable to the Offer. IfMerger Sub may without the consent of the Company (in each case unless this Agreement has been terminated pursuant to Article VIII), (i) extend the Offer for one or more consecutive increments of not more than ten (10) Business Days each, if at the Initial then-scheduled Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, Date any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer Condition has not been satisfied (or waived (the length of such period to be determined by Parent and Merger Sub) and/or (ii) make available a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. If at any then-scheduled Expiration Date any Offer Condition has not been satisfied or waived, Merger Sub shall, and Parent shall cause it to (in each case unless this AgreementAgreement has been terminated pursuant to Article VIII), thenextend the Offer at the request of the Company for one or more consecutive increments of not more than ten (10) Business Days each (the length of such period to be determined by Parent and Merger Sub) until the earlier to occur of (A) the termination of this Agreement pursuant to Article VIII and (B) the Outside Date. In addition, Merger Sub shall (and Parent shall cause Merger Sub to), if requested by the Company, make available a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act of not less than five (5) Business Days; provided that Merger Sub shall not be required to make available such a “subsequent offering period” in the event that, prior to the commencement of such “subsequent offering period,” Parent and Merger Sub, directly or indirectly own at least ninety percent (90%) of the outstanding Shares (after taking into account the exercise of the Top-Up Option, if applicable); provided further that if Parent and Merger Sub, do not directly or indirectly own at least ninety percent (90%) of the outstanding Shares (after taking into account the exercise of the Top-Up Option, if applicable) at the end of the initial “subsequent offering period,” Merger Sub shall (and Parent shall cause Merger Sub to), if requested by the Company, extend the “subsequent offering period” for not less than an additional five (5) Business Days. Nothing in this Section 1.1(c) shall (i) impose any obligation on Merger Sub to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to Article VIII. (d) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) containing the terms set forth in this Agreement and the conditions set forth in Annex I hereto. Merger Sub shall, and Parent shall cause Merger Sub to, extend on the terms set forth in this Agreement and subject to the prior satisfaction or waiver of the conditions of the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; (provided, however, that neither the Minimum Condition may not be waived without the written consent of the Company), accept for payment and pay for all Tendered Shares as soon as practicable after the Expiration Date. If Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied makes available a “subsequent offering period” in accordance with this Agreement. Nothing in this Section 2.1(b1.1(c) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waivedhereof, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a to accept for payment and pay for all Shares that are validly tendered during such “subsequent offering period period” promptly (a “Subsequent Offering Period”) in accordance with within the meaning of Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under Act) after any Shares are validly tendered during such Rule 14d-11, thereafter extend such “subsequent offering period.” (de) As soon as practicable on On the date of commencement of the Offer is commencedOffer, Parent and Merger Sub shall file with the SEC in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include contain the offer Offer to purchase, form of the Purchase and a related letter of transmittal and form of notice of guaranteed delivery summary advertisement (such Schedule TO and all other ancillary the documents included therein pursuant to which the Offer documents (collectivelywill be made, together with any supplements or amendments thereto and supplements including the exhibits thereto, the “Offer Documents”). The , and cause the Offer Documents will comply in all material respects with to be disseminated to the applicable provisions Stockholders as and to the extent required by United States federal securities Laws and the rules and regulations of the Exchange ActSEC promulgated thereunder (the “Federal Securities Laws”). Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities comply in all material respects with the Federal Securities Laws. Parent and Merger Sub, on Sub shall deliver copies of the one handproposed forms of the Offer Documents (including any amendments or supplements thereto) to the Company within a reasonable time prior to the dissemination or filing thereof for review and comment by the Company and its counsel, and shall consider in good faith any comments of the Company. Each of Parent, on Merger Sub and the other hand, agree Company shall respond promptly to any comments of the SEC or its staff with respect to the Offer or the Offer Documents and promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawthe Federal Securities Laws. Parent and Merger Sub further agrees to take all steps necessary to shall amend or supplement the Offer Documents and cause the Offer Documents Documents, as so corrected amended or supplemented, to be filed with the SEC and to be disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement. Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with copies of any comments or communicationswritten comments, whether written or oraland shall inform them of any oral comments, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or communicationsoral responses to such comments. The Company and its counsel shall hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation as it may be given a reasonable opportunity to review any responses to such comments amended or communicationsmodified, and until but not after it is withdrawn, in each case as permitted by this Agreement. (f) Parent and shall cause to be provided to Merger Sub all of the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall give due cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement with respect to consummation of the Offer and the Merger and payment or issuance of consideration to all reasonable additions, deletions or changes suggested thereto contemplated by the Company and its counselthis Agreement in respect thereof.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Section 8.1Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable practicable, but in no event later than five business days after the date hereof (but not later than of the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, purchase and payment or pay for all any Company Common Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after are subject to the conditions set forth in Exhibit A hereto. The initial expiration date of the Offer shall be January 3, 2001 (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the "Exchange Act")). Merger Sub mayexpressly reserves the right to waive any condition to the Offer or to modify the terms of the Offer, in each case in its sole discretion; provided, however, that without the consent of the Company, Merger Sub shall not (i) reduce the number of Company Common Shares subject to the Offer, (ii) reduce the price per Company Common Share to be paid pursuant to the Offer or change the form or time of delivery of consideration, (iii) amend or waive the Minimum Tender Condition (as defined in Exhibit A hereto) or add to the conditions set forth in Exhibit A hereto, (iv) except as provided below in this Section 1.1(a), extend the Offer, or (v) otherwise amend the terms of the Offer in any manner adverse to the holders of Company Common Shares. Notwithstanding the foregoing, Merger Sub may, at any time and from time to time, and, in each case, subject to Section 8.1 hereof, take one or more of the following actions without the consent of the Company: (A) extend the Offer for one or more additional consecutive periods of up time that Merger Sub reasonably believes are necessary to twenty (20) Business Days per extension (with cause the length of such periods conditions to the Offer to be determined in the sole discretion of Parent consistent with applicable Law)satisfied, if on any then-at the scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall Merger Sub's obligation to accept Company Common Shares for payment is not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIIIuntil such time as all such conditions are satisfied or waived, and (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof that is applicable to the Offer or (C) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (A) or (B) of this sentence, if, as of such date, all of the conditions to Merger Sub's obligation to accept Company Common Shares for payment (including the Minimum Tender Condition) are satisfied or waived, but the number of Company Common Shares validly tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Shares (determined on a fully diluted basis for all outstanding stock options, convertible securities and any other rights to acquire Company Common Stock on the date of purchase). Without limiting the rights of Merger Sub to extend the Offer pursuant to the immediately preceding sentence, Parent and Merger Sub agree that if (I) (x) all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer. If, at (y) such conditions are reasonably capable of being satisfied within 30 days after the Initial Expiration Time initial expiration date of the Offer and (z) the Company is in compliance with all of its covenants in this Agreement, or subsequent expiration time related (II) any rule, regulation, interpretation or position of the SEC or the staff thereof that is applicable to the Offer requires an extension of the Offer, including an extension then Merger Sub shall extend the Offer for one or more periods of time that Merger Sub reasonably believes are necessary to cause the conditions of the Offer to be satisfied, until all such conditions are satisfied or waived; provided, however, that Merger Sub shall not be required to extend the Offer pursuant to this sentence, any sentence beyond the 30th day after the initial expiration date of the conditions Offer, unless otherwise required pursuant to the obligation of (II) above. Subject to Section 8.1 hereof, Merger Sub may, without the consent of the Company, elect to accept provide a subsequent offering period for paymentthe Offer in accordance with Rule 14d-11 under the Exchange Act, purchase and pay following its acceptance of Company Common Shares for Shares tendered payment pursuant to the Offer. On the terms and subject to the conditions of the Offer has not been satisfied (or waived in accordance with and this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the pay for all Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Common Shares validly tendered and not withdrawn, together with withdrawn pursuant to the Shares, if any, held by Parent and Offer that Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required becomes obligated to consummate the Merger purchase pursuant to Section 2.10 (assuming the exercise Offer as soon as practicable after the expiration of the Top-Up Option in full), then, upon Offer. (b) As soon as practicable on the applicable expiration time date of commencement of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectivelysuch Tender Offer Statement, together with any all amendments and supplements thereto, the “"Schedule TO"), which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents contained therein pursuant to which the Offer will be made, in each case together with all supplements and amendments thereto, the "Offer Documents”"). The Parent and Merger Sub (i) agree that, on the date on which the Schedule TO is filed with the SEC and on each date on which any amendment or supplement to any Offer Document is filed with the SEC, the Offer Documents will shall comply as to form in all material respects with the applicable provisions Exchange Act and the rules and regulations promulgated thereunder, and (ii) represent and warrant that, on the date first published, sent or given to Shareholders, 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 Exchange Actcircumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied in writing by or on behalf of the Company or any of its officers or directors specifically for inclusion or incorporation by reference in any Offer Document. Each of Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and (or the Company, in the case of any information supplied by or on behalf of the other hand, Company or any of its officers or directors specifically for inclusion or incorporation by reference in any Offer Document) agree promptly to promptly correct any information provided by it for use contained in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. respect, and each of Parent and Merger Sub further agrees to shall take all steps necessary to amend or supplement the Offer Documents to reflect such correction and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and disseminated to holders of Shares the Shareholders, in each case as and to the extent required by applicable federal Federal and state securities Lawslaws. The Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents before they are filed (including, without limitation, any amendment or supplement thereto) prior to their filing with the SEC or disseminated dissemination to holders of Shares, and the Shareholders. Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with any written comments or communications(and orally, whether written or oral, with any oral comments) that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The and shall provide the Company and its counsel shall be given with a reasonable opportunity to review any responses to such comments or communications, and participate in the response of Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by any such comments. (c) The parties hereto agree to promptly file with the Company and its counsel.Commonwealth of Massachusetts any registration statement relating to the Offer required to be filed pursuant to Chapter 110C of the Massachusetts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer Article VI hereof and so long as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto (the "Tender Offer Conditions") shall have occurred and be continuing (are continuing, as promptly as practicable, but in no event later than the fifth business day after the date of this Agreement, Parent and not waived by Parent or Merger Sub in their sole discretion)shall, and Parent shall cause Sub to, commence the obligation Offer at the Offer Price. The obligations of Merger Sub to accept for payment, purchase payment and to pay for Shares validly any shares of 6 Common Stock tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver Tender Offer Conditions, any of which may be waived by Parent or Merger Sub in their sole discretion discretion; provided, however, that Sub shall not waive the Minimum Condition (but subject to as defined in Annex A) without the next sentence)) prior written consent of the conditions Company. The Tender Offer Conditions are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such Tender Offer Conditions or, except as expressly set forth herein, may be waived by Parent and Sub in such Annex A. Merger whole or in part. Parent and Sub expressly reserves reserve the right to waive any conditions to the Offer or change modify the terms of the Offer, including without limitation to extend the Offer except thatbeyond any scheduled expiration date; provided; however, without the prior written consent of the Company, Merger Sub may shall not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases reduce the Offer Price payable number of shares of Common Stock to be purchased in the Offer, (ii) changes reduce the Offer Price, (iii) modify or add to the Tender Offer Conditions, (iv) change the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased payable in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends make any other term change in the terms of the Offer in a manner which is materially adverse to the holders of Sharesthe Common Stock. Subject to Upon the terms and subject to the conditions of the Offer and this AgreementOffer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares shares of Common Stock which are validly tendered and not withdrawn pursuant on or prior to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offernot withdrawn. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as reasonably practicable on the date the Offer is commenced, Parent and Merger Sub shall file file, and Parent shall cause Sub to file, with the SEC Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer, which . The Schedule 14D-1 shall include the contain (included as an exhibit) or shall incorporate by reference an offer to purchase, purchase (the "Offer to Purchase") and a form of the related letter of transmittal and form (the "Letter of notice of guaranteed delivery and Transmittal"), as well as all other ancillary information and exhibits required by law (which Schedule 14D-1, Offer documents (collectivelyto Purchase, Letter of Transmittal and such other information and exhibits, together with any supplements or amendments and supplements thereto, are referred to herein collectively as the “"Offer Documents”"). The Offer Documents Schedule 14D-1 will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sublaws and, on the one hand, date filed with the Commission and the date first published, sent or given to the Company's shareholders, on 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 other handstatements therein, agree in light of the circumstances under which they are made, not misleading, except that no representation is made by Parent or Sub with respect to any information supplied by the Company in writing for inclusion in the Schedule 14D-1. Each of Parent and Sub agrees promptly to correct any information provided by it for use in the Offer Documents if it that shall be, or have become become, false or misleading in any material respect or as otherwise required by applicable Law. Merger respect, and Parent and Sub further agrees agree to take all steps necessary to cause the Offer Documents Schedule 14D-1 as so corrected to be filed with the SEC Commission and the other Offer Documents as so corrected to be disseminated to holders of Shares Common Stock, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders Each of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree agrees to provide the Company and its counsel with copies of any written comments or communications, whether written or oral, that Parent, Merger Parent and Sub or their counsel may receive from time to time from the SEC Commission or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.promptly

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, Merger Sub shall, and Parent shall cause Merger Sub to (i) as promptly as practicable following the execution of this Agreement, and in any event within three Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing) commence (within the meaning of Rule 14d-2(a) 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Offer to purchase all outstanding Shares at the Per Share Amount. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable federal backup withholding or stock transfer taxes payable by the seller. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex III (the “Tender Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (other than any Shares held on behalf of third parties) will be tendered pursuant to the Offer. For the avoidance of doubt, the parties hereto agree that Restricted Shares may be tendered in the Offer and be acquired by Parent or Merger Sub pursuant to the Offer. (b) Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Sections 1A.1(c) and (d), to waive any Tender Offer Condition or increase the Per Share Amount, provided that without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex III), (iv) impose additional conditions to the Offer, (v) make any change in the Offer that would require an extension or delay of the then-current Expiration Date (other than an increase in the Per Share Amount), (vi) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, other than the Minimum Condition) or (vii) modify or amend any other term of the Offer, in the case of this clause (vii), in any manner (A) adverse to the holders of Shares or (B) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect. (c) On the date of commencement of the Offer, Parent and Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”). Parent, Merger Sub 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 it shall have become false or misleading in any material respect and Merger Sub shall, and Parent further agrees to cause Merger Sub to, take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, 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 on any Offer Documents (including each amendment or supplement thereto) before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (d) The Offer to Purchase shall provide for an expiration date of the date hereof 20th Business Day (but not later than as defined in Rule 14d-1 under the twentieth Exchange Act, “Business Day”) following (20th) day from and including the day of) the commencement of the Offer (such date, or such subsequent date to which the expiration of initial public announcement the Offer is extended pursuant to and in accordance with the terms of this Agreementagreement, the “Expiration Date”). The obligation of Merger Sub shall not and Parent agrees that it shall cause Merger Sub to commence not terminate or withdraw the Offer shall be subject only other than in connection with the effective termination of this Agreement in accordance with Section 7.1 hereof. Notwithstanding the foregoing, Merger Sub may, without Parent receiving the consent of the Company, (A) extend the Expiration Date for any period required by applicable rules and regulations of the SEC or the New York Stock Exchange applicable to the condition Offer or (B) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act. So long as the Offer and this Agreement have not been terminated pursuant to Section 7.1, if at any scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to extend the Offer and the Expiration Date to a date that none is not more than five Business Days after such previously scheduled Expiration Date; provided that Merger Sub shall not and Parent shall not be required to cause Merger Sub to extend the Offer beyond the End Date. In the event the Acceptance Date occurs but Parent does not acquire a sufficient number of the events set forth in clause (c) Shares to enable a Short Form Merger to occur, Merger Sub shall, and Parent shall cause Merger Sub to provide a “subsequent offering period” for a number of Annex A hereto shall have occurred and days to be continuing (and not waived determined by Parent but not less than three nor more than 15 Business Days, in accordance with Rule 14d-11 under the Exchange Act; provided that Merger Sub shall, and Parent shall cause Merger Sub to immediately accept and promptly pay for all Shares tendered during the initial offering period and immediately accept and promptly pay for all Shares tendered during such subsequent offering period, in each case in accordance with Rule 14d-11 under the Exchange Act. (e) Subject solely to the satisfaction or waiver by Merger Sub in their sole discretion)accordance with Section 1A.1(b) of the Tender Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub, as soon as possible after the obligation expiration of Merger Sub the Offer, to accept for payment, purchase payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds sufficient necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that Subject to the provisions of this Agreement Agreement, as promptly as practicable but in no event later than May 25, 1999, Sub shall, and Parent shall not have been terminated in accordance with Section 8.1cause Sub to, Merger Sub shall commence (commence, within the meaning of Rule 14d-2(a) 14d-2 under the Exchange Act (as hereinafter defined), the Offer. The initial expiration date of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)shall be June 23, 1999. The obligation of Merger Sub to, and of Parent to cause Sub to, commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for for, any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Exhibit A, any of which may be waived by Parent or Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except in their sole discretion; provided that, without the prior written consent of the Company, Merger Sub may shall not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases waive the Offer Price payable Minimum Condition (as defined in the OfferExhibit A), (ii) changes reduce the form number of consideration Shares of Common Stock subject to be paid in the Offer, (iii) reduces reduce the maximum number of Shares price per Share to be purchased in paid pursuant to the Offer or the minimum number of Shares contemplated by the Minimum ConditionOffer, (iv) imposes extend the Offer if all of the Offer conditions are satisfied or waived, (v) change the form of consideration payable in the Offer, or (vi) amend, add or waive any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner that would adversely affect the Company or its stockholders in any material respect. Notwithstanding the foregoing, Sub may, without the consent of the Company, extend the Offer (i) if at the then scheduled expiration date of the Offer any of the conditions to Sub's obligation to accept for payment and pay for shares of Common Stock shall not have been satisfied or waived, until the fifth business day after the date Sub reasonably believes to be the earliest date on which such conditions will be satisfied; (ii) for any period required by any rule, regulation, interpretation or position of the SEC (as hereinafter defined) or its staff applicable to the Offer; or (iii) for an aggregate period of not more than ten business days (for all such extensions) notwithstanding the satisfaction of all conditions to the Offer. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition or the Regulatory Condition (as defined in Exhibit A) shall not have been satisfied, but at such scheduled expiration date each of the other conditions set forth in Exhibit A shall then be satisfied, at the request of the Company, Sub shall extend the Offer from time to time, subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub further agree that in the event Sub wishes to terminate the Offer solely by reason of the condition described in clause (i) of Exhibit A, Sub shall first extend the Offer for a minimum period of ten days, it being understood that, if at the end of such ten day period, a banking moratorium or suspension of payments in respect of banks in the United States shall be in effect, Sub shall then be entitled to terminate the Offer under the provisions of clause (i) of Exhibit A, provided, that Sub shall not be required to extend the Offer more than once pursuant to this sentence. Notwithstanding anything to the contrary contained herein, the parties further agree that, in the event that upon any scheduled expiration date of the Offer (or any extension thereof), (x) all conditions to the Offer in addition to those set forth in Annex Exhibit A hereto or which otherwise modifies to this Agreement have been satisfied and (y) for a period of five consecutive trading days prior to the conditions set forth in such Annex A or (v) amends any other term expiration of the Offer (or any extension thereof), the average of the daily closing values of the Standard & Poor's Index of 500 Industrial Companies (the "S&P Index") for such five trading days shall reflect a decline in a manner adverse excess of 25% as compared to the holders closing value of Sharesthe S&P Index on the close of business on the trading day next preceding the date of the Merger Agreement, then Sub shall be entitled to extend the Offer for a period not to exceed eight trading days. Subject to the terms and conditions of the Offer and this Agreementset forth in Exhibit A, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on On the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the of commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer, which shall include the contain (included as an Exhibit) or incorporate by reference an offer to purchase, form of the purchase and a related letter of transmittal and form of notice of guaranteed delivery summary advertisement (such Schedule 14D-1 and all other ancillary the documents therein pursuant to which the Offer documents (collectivelywill be made, together with any supplements or amendments and supplements thereto, the “"Offer Documents”"). The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC. The Offer Documents will shall comply as to form in all material respects with the applicable provisions requirements of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act. Parent "), and Merger Sub shall cause on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Offer Documents shall 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 holders make the statements therein, in light of Shares as required the circumstances under which they were made, not misleading, except that no representation is made by applicable federal securities LawsParent or Sub with respect to information supplied by the Company in writing, expressly for inclusion in the Offer Documents. Parent and Merger SubEach of Parent, on the one hand, Sub and the Company, on the other hand, agree Company agrees promptly to promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger respect, and each of Parent and Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares shares of Common Stock, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with copies of any written comments or communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s Documents. (c) Prior to or Merger Sub’sconcurrently with the expiration of the Offer, as Parent shall provide or cause to be provided to Sub all of the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity funds necessary to review purchase any responses Shares that Sub becomes obligated to such comments or communications, and Parent and Merger Sub shall give due consideration purchase pursuant to all reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer.

The Offer. (a) Provided that Subject to the provisions of this Agreement Agreement, as promptly as practicable but in no event later than five business days after the announcement of the execution of this Agreement, the Purchaser shall, and Parent shall not have been terminated in accordance with Section 8.1cause the Purchaser to, Merger Sub shall commence (within the meaning of Rule 14d-2(a) 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)Offer. ------------ The obligation of Merger Sub the Purchaser to, and of Parent to commence cause the Purchaser to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the (i) the Minimum Condition (as defined in Annex A), (ii) the condition that none the Purchaser shall have received the Financing (as defined below) contemplated by the commitment letter dated September 11, 1997 (the "Financing Commitment Letter"), pursuant to which, subject to certain terms --------------------------- and conditions thereof, the lenders named therein have committed to provide all of the events Financing (the "Financing") necessary to consummate the Offering and the --------- Merger and the transactions contemplated hereby (the "Financing Condition") and ------------------- (iii) conditions set forth in clause (c) of Annex A attached hereto shall have occurred and be continuing (to the other conditions of this Agreement. On the terms and not waived by Parent or Merger Sub in their sole discretion)subject to the conditions of the Offer and this Agreement, the Purchaser shall, and Parent shall cause the obligation of Merger Sub to accept for paymentPurchaser to, purchase and pay for Shares all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer shall be subject only that the Purchaser becomes obligated to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. The Purchaser expressly reserves the right to modify the terms of the Offer (and to waive any condition of the date Offer, except that, without the consent of acceptance for paymentthe Company, the “Acceptance Date” and Purchaser shall not (i) reduce the time number of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case shares of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, Common Stock subject to any withholding the Offer, (ii) reduce the price per share of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause Common Stock to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for paid pursuant to the Offer. , (biii) Unless extended modify or add to the conditions set forth in Annex A or otherwise amend the Offer in any manner materially adverse to the Company's stockholders, (iv) except as provided in this Agreementthe next two sentences, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub Purchaser may, without the consent of the Company, (i) extend the Offer for one or a period of not more additional consecutive periods of up to twenty (20) Business Days per extension (with than 10 business days beyond the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled initial expiration date of the Offer (which initial expiration date shall be 20 business days following commencement of the Offer), if on the date of such extension less than 90% of the outstanding shares of Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, (ii) extend the Offer from time to time if at the initial expiration date or any extension thereof the Minimum Condition or any of the other conditions to the Offer Purchaser's obligation to purchase shares of Common Stock set forth in paragraphs (a), (b) and (e) of Annex A shall not have been be satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIIIuntil such time as such conditions are satisfied or waived, and (iiiii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable --- to the OfferOffer and (iv) extend the Offer for any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence. IfIn addition, the Purchaser shall at the Initial Expiration Time or subsequent expiration time related to an extension request of the Offer, including an extension pursuant to this sentence, Company extend the Offer for five business days if at any scheduled expiration date of the Offer any of the conditions to the Purchaser's obligation to purchase shares of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has Common Stock shall not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Datesatisfied; provided, however, that neither Merger Sub nor Parent the Purchaser shall have any obligation not be required to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIIIbeyond November 30, 1997. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (db) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which shall the "Schedule 14D-l"). The Schedule -------------- 14D-1 will include disclosure sufficient to satisfy the requirements of Rule 13e-3 under the Exchange Act. The Schedule 14D-1 will include, as exhibits, the offer to purchase, purchase pursuant to which the Offer shall be made (the "Offer to -------- Purchase") and a form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents summary advertisement -------- (collectively, together with any amendments and supplements thereto, the “"Offer ----- Documents”"). The Offer Documents will comply in all material respects with the applicable --------- provisions of applicable federal securities laws and, on the Exchange Actdate filed with the SEC and on the date first published, sent or given to the Company's stockholders, 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 were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information furnished by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents. The Company shall furnish to Parent and Merger Sub shall the Purchaser all information concerning the Company and its affiliates required to be set forth in the Offer Documents. The information supplied by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents and by Parent or the Purchaser to the Company, in writing, expressly for inclusion in the Schedule 14D-9 (as hereinafter defined) will not, at the time so provided, contain any untrue statement of a material fact or omit to state any material fact re- quired 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. (c) Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares the Shares, in each case as and to the extent required by applicable federal securities Lawslaws. Each of Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to and the Purchaser will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares the Shares, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable the opportunity to review and comment on the Offer Documents Schedule 14D-1 (including, without limitation, all documents filed therewith as exhibits) before they are it is filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselSEC. In addition, Parent and Merger Sub agree to the Purchaser will provide the Company and its counsel in writing with any comments or communicationscomments, whether written or oral, that Parent, Merger Sub the Purchaser or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselcomments.

The Offer. (a) Provided that Subject to this Agreement shall not have having been terminated in accordance with the provisions of Section 8.18.1 hereof, Merger Sub Purchaser shall, and Parent shall commence (within cause Purchaser to, as promptly as practicable, but in no event later than five business days from the meaning of Rule 14d-2(a) date of the Exchange Actpublic announcement of the terms of this Agreement or the Offer, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "OFFER") all of the Company's outstanding shares of common stock, no par value (the "SHARES"), subject to the conditions set forth in Exhibit A hereto (the "CONDITIONS"), at a price of $13.00 per Share, net to the seller in cash. Subject only to the Conditions, Purchaser shall, and Parent shall cause Purchaser to, (i) accept for payment and pay for all Shares tendered pursuant to the Offer as promptly as practicable after following the expiration date of the Offer, and (ii) extend the period of time the Offer is open until the first business day following the date hereof on which the Conditions are satisfied or waived in accordance with the provisions thereof; provided that (x) Purchaser shall be permitted but shall not later than -------- be obligated to extend the time the Offer is open if the Company is in breach in any material respect of its covenants or agreements contained herein and (y) Purchaser shall be permitted but shall not be obligated to extend the time the Offer is open if there is a reasonable likelihood that one or more of the Conditions cannot be satisfied; and provided, further, that the Purchaser shall -------- ------- in no event be obligated or permitted to extend the period of time the Offer is open beyond July 15, 1996. Neither Purchaser nor Parent will extend the expiration date of the Offer beyond the twentieth (20th) business day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none following commencement thereof unless one or more of the events set forth in clause (c) of Annex A hereto Conditions shall have occurred and not be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub satisfied. Purchaser expressly reserves the right to waive any conditions to the Offer or change amend the terms and conditions of the Offer except thatOffer; provided, that without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer amendment may be made -------- which (i) decreases the Offer Price price per Share or changes the form of consideration payable in the Offer, (ii) changes decreases the form number of consideration to be paid in the OfferShares sought, or (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes additional conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a any manner adverse to the holders of Shares. Subject to Upon the terms and conditions subject to the Conditions, Purchaser will accept for payment and purchase, as soon as permitted under the terms of the Offer and this AgreementOffer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant prior to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended The Company will not, nor will it permit any of its wholly owned Subsidiaries (as provided in defined below) to, tender into the Offer any Shares beneficially owned by it; provided, that Shares held beneficially or of record -------- by any plan, program or arrangement sponsored or maintained for the benefit of employees of the Company or any of its Subsidiaries shall not be deemed to be held by the Company regardless of whether the Company has, directly or indirectly, the power to vote or control the disposition of such Shares. For purposes of this Agreement, "SUBSIDIARY" means, as to any Person (as defined below), any corporation, partnership or joint venture, whether now existing or hereafter organized or acquired: (a) in the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement case of a corporation, of which at least a majority of the Offer (determined pursuant outstanding shares of stock having by the terms thereof ordinary voting power to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent elect a majority of the Company, board of directors of such corporation (iother than stock having such voting power solely by reason of the happening of any contingency) extend is at the Offer for time directly or indirectly owned or controlled by such Person and/or one or more additional consecutive periods of up to twenty its Subsidiaries or (20b) Business Days per extension (with in the length case of a partnership or joint venture, in which such Person or a Subsidiary of such periods to be determined in the sole discretion Person is a general partner or joint venturer or of Parent consistent with applicable Law), if on any then-scheduled expiration date which a majority of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied partnership or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, other ownership interests are at the Initial Expiration Time time owned by such Person and/or one or subsequent expiration time related to an extension more of the Offer, including an extension pursuant to this sentence, any its Subsidiaries. For purposes of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then"PERSON" means any individual, if requested by the Companycorporation, Merger Sub shallcompany, and Parent shall cause Merger Sub tovoluntary association, extend the Offer through such time as the Company may specifypartnership, which time shall be no later than the Termination Date; providedjoint venture, howevertrust, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) unincorporated organization or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIIIother entity. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated Agreement, as promptly as practicable and in accordance with Section 8.1any event no later than October 9, 2014, Merger Sub Subsidiary shall, and Parent shall commence (cause Merger Subsidiary to, commence, within the meaning of Rule 14d-2(a) of l4d-2 under the Exchange Act) , the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)Offer. The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion)Subsidiary to, and the obligation of Parent to cause Merger Sub to Subsidiary to, accept for payment, purchase payment and pay for any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. A and to the terms and conditions of this Agreement; provided that Parent and Merger Sub expressly reserves the right to Subsidiary may waive any of the conditions to the Offer or change (other than the Minimum Tender Condition, which may not be waived without the prior written consent of the Company) and may make changes in the terms and conditions of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (ai) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes to the form of consideration to be paid paid, (ii) no decrease in the OfferOffer Price or the number of Shares sought in the Offer may be made, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) no change which imposes additional conditions to the Offer in addition to those or modifies any of the conditions set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of the Shares may be made, (iv) neither Parent nor Merger Subsidiary may extend the Offer, except in accordance with Section 2.1(c) and (v) otherwise amend the Offer in any manner adverse to the Company or any holder of Shares. Subject The parties hereto agree to cooperate in good faith to modify the terms and conditions of the Offer as and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes if required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the OfferSEC. (b) Unless extended On the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act, a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which shall comply in all material respects with the provisions of applicable federal securities Laws, and shall contain the offer to purchase relating to the Offer and forms of the related letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the “Offer Documents”). Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities Laws. In conducting the Offer, Parent and the Merger Subsidiary shall comply with the provisions of the Exchange Act and any other applicable Laws necessary to be complied with in connection with the Offer. The Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent and Merger Subsidiary for inclusion therein The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary agree to provide the Company and its counsel (i) any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to these comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the SEC. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in this Agreementthe Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by applicable Law. (c) The initial scheduled expiration date of the Offer shall expire be midnight, New York City time, on the date twentieth Business Day after (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) the date of its commencement (the initial “Expiration Date,” and if and only if the expiration time and date is extended as authorized in this Agreement, as so extended, the “Expiration Date”). ; provided, however, that Merger Sub may, without the consent of the Company, Subsidiary: (i) may, from time to time extend the Offer for one or more additional consecutive periods of up to twenty (20) 10 Business Days per extension each (with or such longer period as may be agreed to by the length of such periods to be determined in the sole discretion of Parent consistent with applicable LawCompany), if on any then-at the scheduled expiration date of the Offer Expiration Date any of the conditions to of the Offer Offer, including the Minimum Tender Condition and the conditions and requirements set forth in on Annex A (other than conditions which by their nature are to be satisfied at the closing of the Offer), shall not have been satisfied or waived, and if until such time as such conditions are satisfied or waived to the extent permitted by this Agreement shall not have been terminated in accordance with Article VIII, and or (ii) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at Subject to the Initial Expiration Time or subsequent expiration time related to an extension terms and conditions of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase Offer and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub Subsidiary shall, and Parent shall cause Merger Sub Subsidiary to, extend accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer through such time as soon as possible after the Expiration Date so long as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions and requirements set forth in paragraph (c)(ii) or (c)(iii) of on Annex A are have been complied with or validly waived. The Offer may not at such time satisfied be terminated prior to its scheduled Expiration Date (as it may be extended in accordance with this Agreement. Nothing in ) unless this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) Agreement is terminated in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering periodSection 8.1. (d) As soon as practicable Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the date the Offer is commenced, Parent and funds necessary to purchase any Shares that Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect Subsidiary becomes obligated to purchase pursuant to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article VIII hereof, Merger Sub Purchaser shall, and Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2(a) of 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after following the date hereof (execution of this Agreement, but not later than the twentieth ten (20th10) day from and including Business Days following the date of initial public announcement of this Agreement); provided, however, that such ten (10) Business Day period shall be extended to such date as the Company is ready to file the Schedule 14D-9 on the same date as the commencement of the Offer. The obligation of Merger Sub Purchaser to, and of Parent to commence cause Purchaser to, accept for payment and pay for any Shares tendered in the Offer and not withdrawn shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the those conditions set forth in such Annex A. Merger Sub I. The conditions to the Offer set forth on Annex I are for the sole benefit of Parent and Purchaser and each of Parent and Purchaser expressly reserves the right from time to time, subject to Sections 1.1(b) and 1.1(d) hereof, to waive any conditions such condition, to increase the Offer Price, or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends make any other term of the Offer changes in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent Offer. The Company agrees that no Shares held by the Company or any of its Subsidiaries shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly be tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, Without the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the prior written consent of the Company, neither Parent nor Purchaser shall (i) extend decrease the Offer for one Price or more additional consecutive periods change the form of up to twenty consideration payable in the Offer, (20ii) Business Days per extension (with decrease the length number of such periods Shares sought to be determined purchased in the sole discretion Offer, (iii) amend or waive satisfaction of Parent consistent with applicable Lawthe Minimum Tender Condition (as defined in Annex I), if on any then-scheduled expiration date of (iv) impose conditions to the Offer any of in addition to the conditions to the Offer set forth in on Annex A shall not have been satisfied I, (v) add to, amend or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of modify the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant Offer set forth on Annex I in any manner that is adverse to the holders of the Shares, or (vi) undertake any extension of the Offer has not been satisfied (specifically provided for or waived contemplated in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all The Offer shall be made by means of an offer to purchase (the conditions “Offer to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering PeriodPurchase”) having such terms and conditions as are set forth in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) Annex I hereto. As soon as practicable on the date the Offer is commencedcommenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub Purchaser shall file with the SEC Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO (together with all amendments, exhibits and supplements thereto, the “Schedule TO”) with respect to the OfferOffer that shall comply in all material respects with the provisions of all applicable federal securities laws, which and shall include contain (including as an exhibit) or incorporate by reference the offer Offer to purchase, form Purchase and forms of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents summary advertisement (collectivelywhich documents, together with any supplements, exhibits or amendments and supplements thereto, and any other schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the “Offer Documents”). The Offer Documents will comply in all material respects with Parent and Purchaser shall give the applicable provisions of Company one (1) Business Day advance notice prior to filing the Exchange ActSchedule TO. Parent and Merger Sub Purchaser shall cause disseminate the Offer Documents to be disseminated to holders of Shares as and to the extent required by applicable federal securities Lawslaws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Purchaser for inclusion in the Schedule TO and the Offer Documents. Parent and Merger SubPurchaser hereby further agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the one handdate first published, sent or given to the Company’s stockholders, 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 were made, not misleading; provided, however, that no representation or warranty is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or 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 were made, not misleading. Each of Parent, Purchaser and the Company, on the other hand, agree to Company shall promptly correct any information provided by or on behalf of it for use in the Schedule TO or the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect. Merger Sub further agrees to Parent and Purchaser shall take all steps necessary to cause the Schedule TO and the Offer Documents Documents, as so amended, to reflect such corrected information, to be filed with the SEC and the other Offer Documents, as amended to reflect such corrected information, to be disseminated to holders of Shares the Company’s stockholders, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the any Offer Documents before they are filed with the SEC or disseminated to holders of SharesSEC, and Parent and Merger Sub Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to Purchaser shall provide the Company and its counsel with copies of any comments or communicationswritten comments, whether written or oraland shall inform them of any oral comments, that Parent, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments comments, and any written or communicationsoral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses to such comments or communications, and Parent and Merger Sub Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (d) Subject to the terms and conditions of this Agreement and the Offer, the Offer to Purchase shall provide that the Offer shall expire at midnight, New York time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1 promulgated under the Exchange Act) after the date the Offer is commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act). Purchaser agrees that it shall not terminate or withdraw the Offer or extend the expiration date of the Offer unless at the expiration date of the Offer the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived or, in the case of termination, such termination is in connection with the termination of this Agreement. Subject to the rights of the Purchaser to terminate this Agreement in accordance with Article VIII, if at the expiration date of the Offer, the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived, either the Company or Parent may cause Purchaser to for one (1) or more consecutive increments of not more than five (5) Business Days, extend the expiration date of the Offer until the date such conditions are satisfied or earlier waived and Purchaser becomes obligated to accept for payment and pay for Shares tendered pursuant to the Offer. Notwithstanding the foregoing, Parent may, without the consent of the Company, cause Purchaser to (i) extend the expiration date of the Offer (as it may be extended) for any period required by applicable rules, interpretations and regulations of the SEC in connection with the Offer and (ii) extend the expiration date of the Offer (as it may be extended) for up to two periods, each for up to five (5) Business Days, if on such expiration date the conditions for the Offer described on Annex I hereto shall have been satisfied or earlier waived, but the number of Shares that have been validly tendered and not withdrawn, when added to the Shares, if any, beneficially owned by Parent represents less than ninety percent (90%) of the then issued and outstanding Shares on a fully diluted basis. Notwithstanding the foregoing, (i) Purchaser (or Parent on its behalf) may, in its sole discretion, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 promulgated under the Exchange Act and (ii) in addition, Purchaser shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten (10) Business Days. (e) Subject to the terms and conditions set forth in this Agreement and the Offer, Purchaser shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after the applicable expiration date of the Offer (as it may be extended) and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer or during any subsequent offering period shall be paid net to the holder thereof in cash, without interest, subject to reduction only for any dividends or other distributions declared thereon between the date hereof and the Acceptance Time. Parent shall provide, or cause to be provided to Purchaser, on a timely basis, the funds necessary to pay for any Shares that Purchaser accepts or is obligated to accept for payment pursuant to the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub 8.1 and no event shall commence (within the meaning of Rule 14d-2(a) have occurred and no circumstance shall exist which would result in a failure to satisfy any of the Exchange Act) conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall, as promptly soon as reasonably practicable after the date hereof (but not later than the twentieth (20th) day and in any event within five business days from and including the date of initial public announcement of this Agreementthe execution hereof), commence an offer (the "Offer") to purchase for cash all of the issued and outstanding shares of Common Stock, par value $.14 2/3 per share (referred to herein as either the "Shares" or "Company Common Stock"), of the Company at a price of $80.00 per Share, net to the seller in cash. The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub Purchaser to accept for payment, purchase and pay for payment Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) Purchaser of the conditions set forth in such Annex A. Merger Sub Offer Conditions. Purchaser expressly reserves the right right, in its sole discretion, to waive any conditions to such condition (other than the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change Condition as defined in the Offer Conditions) and make any other changes in the terms or conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which (i) decreases the Offer Price price per Share payable in the Offer, (ii) changes the form of consideration to be paid payable in the OfferOffer (other than by adding consideration), (iii) reduces the maximum number of Shares to be purchased in the Offer Offer, modify or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to amend the Offer in addition to those set forth in Annex A hereto Conditions or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of amend the Offer in a manner adverse to the holders of the Shares. Subject Purchaser covenants and agrees that, subject to the terms and conditions of the Offer and this Agreement, Merger Sub shallincluding but not limited to the Offer Conditions, and Parent shall cause Merger Sub to, it will accept for payment, purchase payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after it is permitted to do so under applicable law; provided that, Purchaser shall have the expiration right, in its sole discretion, to extend the Offer for up to five business days, notwithstanding the prior satisfaction of the Offer, in order to attempt to satisfy the requirements of Section 253 of the DGCL. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the date of acceptance for paymentMinimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser further agrees that the “Acceptance Date” Holding Co. Merger and the time Woodbank Merger will not be closed until the Offer Conditions are otherwise satisfied or waived by Purchaser, and immediately prior to the purchase of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for Purchaser pursuant to the Offer. (b) Unless extended . Purchaser agrees that, so long as provided this Agreement is in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement effect and all of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of Conditions are satisfied other than the conditions to the Offer set forth in clause (h) of Annex A and the Minimum Condition, at the request of the Company the Purchaser, at its option, shall not have been extend the Offer until the earlier of (1) such time as such conditions are satisfied or waived, and (2) the date chosen by the Company which shall not be later than (x) the Outside Date (as defined herein), (y) the earliest date on which the Company reasonably believes such condition will be satisfied; provided, that the Company may request further extensions up until the Outside Date if the Offer Conditions set forth in clause (h) and the Minimum Condition are still the only Offer Condition not satisfied unless this Agreement shall not have has been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either provisions of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (db) As soon as reasonably practicable on the date the Offer is commenced, Parent and Merger Sub Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer, which Offer with the Securities and Exchange Commission (the "SEC"). The Schedule 14D-1 shall include the offer contain an Offer to purchase, form Purchase and forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and form of notice of guaranteed delivery and all other ancillary Offer documents (collectivelydocuments, together with any supplements or amendments and supplements thereto, are referred to herein collectively as the “"Offer Documents”"). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub Purchaser agree that the Company and its counsel shall cause be given an opportunity to review the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities LawsSchedule 14D-1 before it is filed with the SEC. Parent and Merger SubParent, on the one hand, Purchaser and the Company, on the other hand, agree Company each agrees promptly to promptly correct any information provided by it for use in the Offer Documents if it that shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub respect, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Offer Documents Schedule 14D-1 as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the other Offer Documents before they are filed with the SEC or as so corrected to be disseminated to holders of Shares, in each case as and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto extent required by the Company and its counselapplicable federal securities laws.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 8.1Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable but in no event later than five business days after the date hereof (but not later than of the twentieth (20th) day from and including the date of initial public announcement by Parent and the Company of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Merger Sub to, and of Parent to cause Sub to, commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for for, any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its reasonable discretion, except that Sub shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the Company) and to the terms and conditions of this Agreement. Sub expressly reserves the right to waive any conditions to the Offer or change modify the terms of the Offer Offer, except that, without the prior written consent of the Company, Merger Sub may shall not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases reduce the Offer Price payable in number of Shares subject to the Offer, (ii) changes reduce the Offer Price, (iii) amend or add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased payable in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (ivvi) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends amend any other term of the Offer in a any manner adverse to the holders of the Shares. Subject to Notwithstanding the terms and conditions of the Offer and this Agreementforegoing, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law)Offer, if on any then-at the scheduled or extended expiration date of the Offer any of the conditions to the Offer set forth in Annex A Conditions shall not have been be satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIIIuntil such time as such conditions are satisfied or waived, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the OfferOffer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. If, at Subject to the Initial Expiration Time or subsequent expiration time related to an extension terms and conditions of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase Offer and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specifyaccept for payment, which time shall be no later than the Termination Date; providedand pay for, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger withdrawn pursuant to Section 2.10 (assuming the exercise Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Top-Up Option in full), then, upon Offer. (b) On the applicable expiration time date of commencement of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall include the contain an offer to purchase, form of the purchase and a related letter of transmittal and form of notice of guaranteed delivery summary advertisement (such Schedule 14D-1 and all other ancillary the documents included therein pursuant to which the Offer documents (collectivelywill be made, together with any supplements or amendments and supplements thereto, the “"Offer Documents”"). The Parent and Sub agree that the Offer Documents will shall comply as to form in all material respects with the applicable provisions Securities Exchange Act of 1934, as amended (the "Exchange Act. Parent "), and Merger Sub shall cause the rules and regulations promulgated thereunder and the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger SubDocuments, on the one handdate first published, sent or given to the Company's shareholders, 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 were made, not misleading, except that no covenant is made by Parent or Sub with respect to information supplied by the Company or any of its shareholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Sub and the Company, on the other hand, Company agree promptly to promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger respect, and Parent and Sub further agrees agree to take all steps necessary to cause the Offer Documents 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 Shares the Company's shareholders, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents before they are filed prior to their filing with the SEC or disseminated dissemination to holders the shareholders of Shares, and the Company. Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments comments. (c) Parent shall provide or communications. The Company and its counsel shall cause to be given provided to Sub on a reasonable opportunity timely basis the funds necessary to review any responses to such comments or communicationsaccept for payment, and Parent pay for, any Shares that Sub becomes obligated to accept for payment, and Merger Sub shall give due consideration pay for, pursuant to all reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with the Company has fulfilled its obligation to provide information to Parent and Merger Sub on a timely basis as contemplated by Section 8.12.1(e), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2(a) of 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date hereof hereof. (but not later than the twentieth (20thb) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for any Company Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to (i) the satisfaction Minimum Condition and (or waiver by Parent or Merger Sub in their sole discretion (but subject to ii) the next sentence)) of the other conditions set forth in such Annex A. A hereto. Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time, in its sole discretion, to waive any conditions such condition (other than the Minimum Condition), to increase the Offer or change price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer except thatOffer; provided, however, that without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and Company no change in the Offer may be made which that (i) decreases the Offer Price price per Company Share payable in the Offer, (ii) changes the form of consideration to be paid payable in the Offer, (iii) reduces the maximum number of Company Shares sought to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum ConditionOffer, (iv) imposes adds to the conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies hereto, (v) extends the conditions Offer other than as set forth in such Annex A this Section 2.1, or (vvi) modifies or amends any other term of condition to the Offer in a any manner materially adverse to the holders of Company Shares. (c) The Offer initially shall be scheduled to expire twenty (20) Business Days following (and including, if it is a Business Day, the day of) the commencement thereof (the “Expiration Date,” unless extended in accordance with this subsection (c), in which case any expiration time and date established pursuant to an authorized extension of the Offer in accordance with the terms of this Agreement, shall be the Expiration Date). Subject Notwithstanding anything herein to the terms contrary, Merger Sub (i) at the written request of the Company, shall, and Parent shall then cause Merger Sub to, from time to time extend the Offer, in increments of no more than ten (10) Business Days each, if at the initial or any subsequent scheduled Expiration Date of the Offer any of the conditions to Merger Sub’s obligation to accept Company Shares for payment shall not be satisfied or waived, but each such condition is reasonably capable of being satisfied at or prior to the Outside Date, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, (ii) shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation or interpretation of the SEC, or the staff thereof, applicable to the Offer, or (iii) may extend the Offer one time for up to five (5) Business Days if all of the conditions to Merger Sub’s obligation to accept for payment Company Shares are satisfied or waived, but the number of Company Shares validly tendered and not withdrawn pursuant to the Offer is less than ninety percent (90%) of the then outstanding Company Shares on a fully diluted basis at the otherwise scheduled Expiration Date. Notwithstanding the foregoing, no such extension provided for in this Section 2.1(c) shall extend the Offer beyond the Outside Date. In each of the above cases, Parent shall cause Merger Sub to extend the Offer from time to time in accordance with this Section 2.1(c) for the shortest time periods which it reasonably believes are necessary until consummation of the Offer if the conditions of the Offer shall not have been satisfied or waived, so long as this Agreement shall not have been terminated in accordance with Article VIII hereof. (d) The Per Share Amount shall, subject to applicable withholding of Taxes, be net to the seller of Company Shares in cash, upon the terms and subject to the conditions of the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, pay the Per Share Amount for all Company Shares validly tendered and not withdrawn promptly following the acceptance of Company Shares for payment in accordance with the terms of the Offer (the date and time of acceptance for payment of such Company Shares, the “Acceptance Time”). If payment of the Per Share Amount is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing Company Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Per Share Amount to a Person other than the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Merger Sub that such Taxes either have been paid or are not applicable. (e) As promptly as practicable on the date of commencement of the Offer, and conditioned on Company’s having fulfilled its obligation to provide information to Parent and Merger Sub on a timely basis as contemplated by this AgreementSection 2.1(e), Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for paymentsupplements thereto, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance TimeSchedule TO”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable respect to the Offer. If, at The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the Initial Expiration Time or subsequent expiration time related “Offer to an extension Purchase”) and forms of the Offerrelated letter of transmittal and any related summary advertisement (the Schedule TO, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance to Purchase and such other documents, together with this Agreementall exhibits, supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”), then, if requested by the Company, . Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation use its reasonable best efforts to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Company Shares as in all material respects to the extent required by applicable federal securities Lawslaws. Parent and Merger SubSub shall use their reasonable best efforts to cause the Offer Documents to comply in all material respects with the applicable requirements of federal securities laws. Parent, on the one hand, Merger Sub and the Company, on the other hand, Company agree to correct promptly correct any information provided by it any of them for use in the Offer Documents if it that shall have become false or misleading in any material respect or as otherwise required by applicable Law. respect, and Parent and Merger Sub further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares Company Shares, in each case in all material respects as required by applicable federal securities Lawslaws. The Company shall as promptly as practicable furnish to Merger Sub or Parent all information concerning the Company that is required by applicable federal securities laws or reasonably requested by Merger Sub or Parent in connection with their obligations relating to the Offer Documents or any action contemplated by this Section 2.1(e). Parent and Merger Sub shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents Schedule TO before they are it is filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselSEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel (i) in writing with any comments or communicationscomments, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments comments, and any written or communications. The Company oral responses thereto, and its counsel shall be given a (ii) reasonable opportunity to review and comment on any responses written or oral response to such comments or communicationsany proposed amendment to the Offer Documents prior to the filing thereof with the SEC. (f) If, between the date of this Agreement and Parent the date on which any particular Company Share is accepted for payment and Merger Sub paid for pursuant to the Offer, the outstanding shares of Company Common Stock are changed into a different number or class of shares by means of any stock split, division or subdivision of shares, stock dividend, reverse stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or similar transaction, then the Per Share Amount applicable to such Company Share shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselbe appropriately adjusted.

The Offer. (a) Provided that this Agreement nothing shall not have occurred that, had the Offer referred to below been terminated in accordance with Section 8.1commenced, Merger Sub shall commence (within would give rise to a right to terminate the meaning of Rule 14d-2(a) Offer pursuant to any of the Exchange Act) the Offer conditions set forth in Annex A hereto, as promptly as practicable after the date hereof (but not in no event later than five business days from the twentieth (20th) day from and including the date of initial public announcement of this Agreementthe execution hereof), the Purchaser shall, and Parent shall cause the Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer (the "Offer") to purchase for cash any and all of the issued and outstanding shares of (i) Common Stock, par value $0.01 per share, of the Company (referred to herein as either the "Common Shares" or "Company Common Stock") at a price of $35.00 per Common Share, net to the seller in cash (such price, or such higher price per Common Share as may be paid in the Offer, being referred to herein as the "Common Offer Price," provided that Purchaser shall not be required to increase the Common Offer Price) and (ii) Class A Common Stock, par value $0.01 per share, of the Company (referred to herein as either the "Class A Shares" or "Company Class A Common Stock" and, together with the Common Shares, as the "Shares" or "Company Stock," which references include for all purposes the related Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and Harris Trust and Savings Xxxx, dated as of December 22, 1997) at a price of $32.965 per Class A Share, net to the seller in cash (such price, or such higher price per Class A Share as may be paid in the Offer, being referred to herein as the "Class A Offer Price," provided that Purchaser shall not be required to increase the Class A Offer Price, and, together with the Common Offer Price, as the "Offer Price"). The obligation Purchaser shall, on the terms and subject to the prior satisfaction or waiver of Merger Sub the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to commence do so under applicable law; provided that, if the number of Shares that have been physically tendered and not withdrawn are more than 50% of the Shares outstanding on a fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company, the Purchaser may extend the Offer for up to 20 business days from the date that all conditions to the Offer shall first have been satisfied or waived. The obligations of the Purchaser to accept for payment and to pay for any and all Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares there being validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change accordance with the terms of the Offer and not withdrawn prior to the expiration date of the Offer, that number of Shares which, together with any Shares beneficially owned by Parent or the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition, decrease the Offer Price or decrease the number of Shares sought, or impose any additional conditions to the Offer, or amend any term of the Offer in any manner adverse to the holders of the Shares or extend the expiration date of the Offer (except thatfor such extensions as are contemplated below), in each case without the prior written consent of the CompanyCompany (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof). Notwithstanding the foregoing, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex APurchaser shall, and no change in Parent agrees to cause the Purchaser to, extend the Offer from time to time until the date that all conditions to the Offer have been satisfied, subject to the provisions of Section 7.01(b)(i) hereof if, and to the extent that, at the initial expiration date of the Offer, or any extension thereof, all conditions to the Offer have not been satisfied or waived. In addition, the Offer Price may be increased and the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions extended to the Offer extent required by law in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in connection with such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereofincrease, in any each case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend . In the Offer for one or more additional consecutive periods event of up to twenty (20) Business Days per extension (with the length of such periods to be determined any increase in the sole discretion of Parent consistent with applicable Law)Common Offer Price, if on any then-scheduled expiration date of the Class A Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waivedPrice will be increased by an equal amount, and if this Agreement shall not have been terminated in accordance with Article VIIIthe event of any increase in the Class A Offer Price, and (ii) extend the Common Offer for any period required Price will be increased by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIIIequal amount. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (db) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub the Purchaser shall file with the SEC United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO 14D-1 with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which shall include the offer "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to purchase, Purchase and a form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents summary advertisement (collectively, together with any amendments and supplements thereto, the “"Offer Documents”"). The Offer Documents when filed will comply as to form in all material respects with the applicable provisions of applicable federal securities laws and, on the Exchange Actdate filed with the SEC and on the date first published, sent or given to the Company's stockholders, 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 were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to omissions or information supplied in writing for inclusion in the Offer Documents, in each case by the Company. Each of Parent and Merger Sub shall the Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities Lawslaws. Each of Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree agrees promptly to promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub and each of Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents initial Schedule 14D-1 before they are it is filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselSEC. In addition, Parent and Merger Sub the Purchaser agree to provide the Company and its counsel in writing with any comments or communications, whether written or oral, other communications that Parent, Merger Sub the Purchaser or 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 Merger Sub’s, as the case may be, receipt of such comments or other communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that Subject to the conditions of this Agreement Agreement, as promptly as reasonably practicable, Sub shall, and Parent shall not have been terminated in accordance with Section 8.1cause Sub to, Merger Sub shall commence (within the meaning of Rule 14d-2(a) 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act") the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)Offer. The obligation obligations of Merger Sub to, and of Parent to cause Sub to, commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A attached hereto. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Merger Consideration per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive the Minimum Tender Condition, add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, or (iv) change the form of consideration payable in the Offer. Parent and Sub agree that if all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Sub shall not be required to extend the Offer beyond February 10, 2002. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for Shares all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer shall be subject only that Sub becomes obligated to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable promptly after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on On the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the of commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the contain an offer to purchase, form of the purchase and a related letter of transmittal (such Schedule TO and form of notice of guaranteed delivery and all other ancillary the documents included therein pursuant to which the Offer documents (collectivelywill be made, together with any supplements or amendments and supplements thereto, the “"Offer Documents”"). The Parent and Sub agree that the Offer Documents will shall comply as to form in all material respects with the applicable provisions of the Exchange Act. Parent , and Merger Sub shall cause the rules and regulations promulgated thereunder and the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger SubDocuments, on the one handdate first published, sent or given to the Company's shareholders, 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to information supplied by the Company or any of its shareholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Sub and the Company, on the other hand, agree to Company shall promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger respect, and each of Parent and Sub further agrees to shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and the Offer Documents as so amended or supplemented to be disseminated to holders of Shares the Company's shareholders, in each case as and to the extent required by applicable federal Federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents before they are filed prior to their filing with the SEC or disseminated dissemination to holders the shareholders of Shares, and the Company. Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments comments. (c) Parent shall provide or communicationscause to be provided to Sub on a timely basis the funds necessary to accept for payment, and purchase any shares of Company Common Stock that Sub becomes obligated to accept for payment, and purchase pursuant to the Offer. (d) The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company hereby represents that the Company's Board of Directors (the "Board of Directors"), at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interest of the Company and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Stock Option Agreement dated the date hereof by and between the Company and Sub (the "Option Agreement"), and (iii) resolved to recommend that the Company's shareholders accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the Merger. The Company further represents that X.X. Xxxxxxxx & Co. has rendered to the Board of Directors its written opinion (a copy of which has been furnished to Parent prior to the execution and delivery of this Agreement by the Company) to be included in the Schedule 14D-9 (as defined below), to the effect that the consideration to be received by the holders of the shares of Company Common Stock pursuant to each of the Offer and the Merger is fair to the holders of such shares from a financial point of view. The Company has been advised that all of its directors and executive officers intend to tender their shares of Company Common Stock pursuant to the Offer. (e) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended or supplemented from time to time, the "Schedule 14D-9") describing the recommendation of the Board of Directors of the Company to the Company's shareholders that they accept the Offer, tender their shares pursuant to the Offer and approve this Agreement and shall mail the Schedule 14D-9 to the holders of Company Common Stock. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, 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 were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's shareholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to shareholders of the Company. The Company shall provide Parent and its counsel in writing with any responses comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (f) In connection with the Offer and the Merger, the Company shall cause its transfer agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders, the consenting beneficial owners and the names and addresses of the brokers representing the non-consenting beneficial holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such comments date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company's possession or communicationscontrol regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's shareholders Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub shall give due consideration hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to all reasonable additions, deletions or changes suggested thereto by the Company and its counselall copies of such information then in their possession.

The Offer. (a) Provided that Upon the terms and subject to the conditions of this Agreement shall not have been terminated (including ARTICLE VIII), as promptly as practicable (but in accordance with Section 8.1no event later than August 20, 2010), Merger Sub shall, and Parent shall commence (cause Merger Sub to, commence, within the meaning of Rule 14d-2(a) 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 after Offer; provided, that the date hereof (but not later than Company agrees that no shares of Company Common Stock owned by the twentieth (20th) day from and including Company will be tendered pursuant to the date of initial public announcement of this Agreement)Offer. The obligation obligations of Merger Sub to, and of Parent to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or cause Merger Sub in their sole discretion)to, and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly for, any shares of Company Common Stock tendered and not withdrawn pursuant to the Offer shall be are subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)extent permitted under this Agreement) of the conditions set forth in such Annex A. Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). (i) The initial Expiration Date (defined in Exhibit A) shall be 12:00 midnight, New York City time, at the end of the 20th Business Day following commencement of the Offer (determined pursuant to Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). Merger Sub expressly reserves the right to waive right, at any conditions to the time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or change modify the terms of the Offer except Offer; provided, however, that, without the prior written consent of the Company, Merger Sub may shall not waive (A) reduce the condition in clause number of shares of Company Common Stock subject to the Offer, (aB) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases reduce the Offer Price or change the form of consideration payable in the Offer, (iiC) changes change, modify or waive the form of consideration to be paid Minimum Tender Condition (as defined in the OfferExhibit A), (iiiD) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes impose conditions to the Offer that are different than or in addition to those set forth the Offer Conditions, (E) extend the Offer except as provided in Annex A hereto or which otherwise modifies the conditions set forth in this Section 1.1 for a period of five (5) Business Days on each such Annex A occasion or (vF) amends any other term of otherwise amend the Offer in a any manner adverse to the holders of Shares. Subject Company Common Stock or that would reasonably be expected to prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions. (ii) Notwithstanding anything in this Agreement to the terms and conditions of the Offer and this Agreementcontrary, Merger Sub shall(A) may, in its sole discretion (subject to the obligations of Parent and Parent shall cause Merger Sub to, accept for payment, purchase under Section 1.1(a)(ii)(B) and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(iSection 1.1(a)(iii). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for on one or more additional consecutive periods occasions for a period of up to twenty five (205) Business Days per extension (with the length of on each such periods to be determined in the sole discretion of Parent consistent with applicable Law)occasion if, if on any then-scheduled expiration date Expiration Date (defined in Exhibit A), any of the Offer any of the conditions to the Offer set forth in Annex A Conditions shall not have been be satisfied or, in Merger Sub’s sole discretion, waived (if permitted under this Agreement) until such time as such condition or conditions are satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, waived and (iiB) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or United States Securities and Exchange Commission (the “SEC”), the staff thereof or the Nasdaq Stock Market (the “Nasdaq”) applicable to the Offer. If, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer (1) beyond the Outside Date or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iii) In addition to the Initial extension obligation set forth in Section 1.1(a)(ii)(B), Parent and Merger Sub agree that if on any scheduled Expiration Time or subsequent expiration time related to an extension Date of the Offer, including an extension pursuant to this sentence, any the Minimum Tender Condition is not satisfied but all of the conditions to other Offer Conditions set forth in Exhibit A are satisfied or, in Merger Sub’s sole discretion, waived, then Merger Sub shall, and Parent shall cause Merger Sub to, on each of the obligation first two such scheduled expiration dates, extend the Offer for periods of five (5) Business Days on each such occasion; provided, however, that this provision shall not require Merger Sub to accept extend the expiration of the Offer more than two times, for paymentfive (5) Business Days on each such occasion, purchase and pay for Shares tendered in no event shall Merger Sub be required to extend the Offer (1) beyond the Outside Date or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iv) On the Offer has not been satisfied (or waived in accordance with terms and subject to the conditions of this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the accept and pay for (subject to any applicable Tax withholding pursuant to Section 1.1(d)) all shares of Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares Common Stock validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger validly withdrawn pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.soon as

The Offer. (a) Provided that Subject to the last sentence of this Agreement shall Section 1.1(a), as promptly as practicable (but in any event not have been terminated in accordance with Section 8.1later than five business days after the public announcement of the execution and delivery of this Agreement), Merger Sub shall Parent will cause Purchaser to commence (within the meaning of Rule 14d-2(a14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) of under the Exchange Act) ), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including foregoing, if between the date of initial public announcement this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of this Agreement)shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Merger Sub Parent to cause Purchaser to commence the Offer, to consummate the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase payment and to pay for Shares validly tendered in the Offer and not withdrawn pursuant to the Offer shall in accordance therewith will be subject to, and only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the to, those conditions set forth in such Annex A. Merger Sub expressly reserves A hereto (the right to waive any conditions to the Offer or change the terms of the Offer except that, without "OFFER CONDITIONS"). (b) Without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex APurchaser will not, and no change in the Offer may be made which Parent will cause Purchaser not to, (i) decreases decrease or change the Offer Price payable in form of the OfferPer Share Amount, (ii) changes decrease the form number of consideration to be paid Shares sought in the Offer, (iii) reduces amend or waive the maximum number of Shares to be purchased Minimum Condition (as defined in Annex A hereto) or impose conditions other than the Offer or Conditions on the minimum number of Shares contemplated by the Minimum ConditionOffer, (iv) imposes conditions extend the expiration date of the Offer (the "EXPIRATION DATE") (which will initially be 20 business days following the commencement of the Offer) except (A) as required by Law, (B) that, in the event that any condition to the Offer is not satisfied or waived at the time that the Expiration Date would otherwise occur, (1) Purchaser must extend the Expiration Date for an aggregate of 10 additional business days to the extent necessary to permit such condition to be satisfied and (2) Purchaser may, in addition its sole discretion, extend the Expiration Date for such additional period as it may determine to those set forth be appropriate (but not beyond June 30, 1999) to permit such condition to be satisfied, and (C) that, in the event that the OCC Condition (as defined in Annex A hereto hereto) is not satisfied, and all other Offer Conditions have been satisfied or which waived at the time that the Expiration Date (as extended pursuant to Section 1.1(b)(iv)(A) or (B)), would have otherwise modifies occurred, Purchaser must either irrevocably waive the conditions set forth OCC Condition or extend the Expiration Date (but not beyond the date that is 60 calendar days from the date of the filing with the Office of the Comptroller of the Currency (the "OCC") in such Annex A respect of the OCC Condition) to the extent necessary to permit the OCC Condition to be satisfied, or (v) amends amend any other term of the Offer in a any manner materially adverse to Shareholders (including without limitation to result in any extension which would be inconsistent with the holders preceding provisions of Shares. Subject this sentence), provided, however, that (1) subject to applicable legal requirements, Parent may cause Purchaser to waive any Offer Condition, other than the Minimum Condition, in Parent's sole discretion and (2) the Offer may be extended in connection with an increase in the consideration to be paid pursuant to the terms Offer so as to comply with applicable rules and conditions regulations of the Securities and Exchange Commission (the "SEC"). Except as set forth above and subject to applicable legal requirements, Purchaser may amend the Offer or waive any Offer Condition in its sole discretion. Assuming the prior satisfaction or waiver of the Offer and this AgreementConditions, Merger Sub shall, and Parent shall will cause Merger Sub to, Purchaser to accept for payment, purchase and pay for for, in accordance with the terms of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub Date or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering periodextension thereof. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall the Purchaser (or one or more other direct or indirect wholly-owned subsidiaries of Parent) shall, not later than one business day after execution of this Agreement, publicly announce the transactions contemplated hereby, and not later than five business days after execution of this Agreement, commence (within the meaning of Rule 14d-2(a14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer to purchase all Shares at a price of $10.00 per Share (the "Per Share Price"), net to the seller in cash (the "Offer," which term shall include any amendments to such Offer not prohibited by this Agreement) and, subject to a minimum of not less than a majority of the Exchange Actoutstanding Shares (on a fully-diluted basis excluding Out of the Money Options (as defined below)) being validly tendered and not withdrawn prior to the expiration of the Offer as promptly as practicable after (the date hereof (but not later than "Minimum Condition") and the twentieth (20th) day from further conditions set forth in this Agreement and including the date of initial public announcement Annex I of this Agreement), shall accept for payment and pay for Shares purchased pursuant to the Offer. The obligation initial expiration date of Merger Sub to commence the Offer shall be subject only May 18, 1998. Parent shall provide or cause to be provided to the condition Purchaser on a timely basis the funds necessary to accept for payment and pay for any Shares that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub Purchaser becomes obligated to accept for payment, purchase and pay for Shares validly tendered and not withdrawn for, pursuant to the Offer, and shall cause the Purchaser and the Merger Sub to fulfill all of their respective other obligations under this Agreement. The Offer shall be subject only made by means of an offer to purchase containing the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to Minimum Condition and the next sentence)) of the further conditions set forth in this Agreement and Annex I. Simultaneously with the commencement of the Offer, the Purchaser shall file with the Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements hereto, the "Schedule 14D-1"), which shall have been provided to the Company such Annex A. that the Company shall have a reasonable opportunity to promptly comment thereon. Parent, the Purchaser and the Merger Sub agree to provide the Company and its counsel any comments the Parent, the Purchaser or the Merger Sub or their counsel may receive from the Commission or its staff with respect to the Schedule 14D-1 promptly after the receipt of such comments. For purposes of this Agreement, "Out of the Money Options" shall mean any option, warrant or other contractual right to purchase shares of the Common Stock of the Company which as of the date hereof have an exercise price per Share of Common Stock equal to or greater than the Per Share Price. (b) The Purchaser expressly reserves the right to waive any conditions to the Offer or change modify the terms and conditions of the Offer from time to time, except that, without the prior written consent approval of the Company, Merger Sub may the Purchaser shall not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in amend the Offer may be made which (i) decreases to reduce the Offer Price payable in the Offercash price per Share to be paid pursuant thereto, (ii) changes to reduce the number of Shares to be purchased thereunder, (iii) to change the form of consideration to be paid in the Offer, (iiiiv) reduces the maximum number of Shares to be purchased in the Offer or increase the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions which must be tendered as a condition to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.the

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from Article VIII and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex Exhibit A hereto shall have occurred and be continuing occurred, as promptly as practicable but in no event later than seven (and not waived 7) business days following the public announcement by Parent or Merger and the Company of the Offer and Merger, Sub in their sole discretionshall, and Parent shall cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), and the Offer at the Offer Price. The obligation of Merger Sub to, and of Parent to cause Sub to, consummate the Offer and accept for payment, purchase and pay for for, any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Parent and Sub in their sole discretion, except as expressly reserves provided in the right Offer Conditions) and to waive any the rights of Parent and Sub to terminate this Agreement as provided in Section 8.1. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such conditions (other than as a result of any action or change inaction of Parent or Sub that constitutes a breach of this Agreement). The initial expiration date of the Offer shall be the twentieth (20th) business day following commencement of the Offer. The Offer Price shall be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer. Parent and Sub expressly reserve the right, in their sole discretion, to modify the terms of the Offer Offer, except that, without the prior written consent of the Company, Merger Sub may shall not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases reduce the Offer Price payable in number of Shares subject to the Offer, (ii) changes reduce the Offer Price, (iii) impose any material conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement); (iv) except as provided in the next sentence, extend the Offer beyond any scheduled expiration date; (v) change the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased payable in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A other than adding consideration); or (vvi) amends amend any other term material terms of the Offer in a manner adverse to the holders of Shares. Subject to Notwithstanding the terms and conditions of the Offer and this Agreementforegoing, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, Company (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law)Offer, if on any then-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; provided, however, that notwithstanding anything herein to the contrary, if any of the conditions to the Offer set forth in Annex A shall are not have been satisfied or waivedwaived on any scheduled expiration date of the Offer, Parent and if this Agreement Sub shall be required to extend the Offer until such condition or conditions are satisfied or waived unless such condition or conditions could not have been terminated reasonably be expected to be satisfied by the Outside Date; provided, further, that in accordance with Article VIII, no event shall Parent and Sub be required to extend the expiration date of the Offer beyond the Outside Date; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. If; (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 clauses (i) and (ii) of this sentence if there shall not have been tendered a sufficient number of Shares to enable the Merger to be effected without a meeting of the Company's stockholders in accordance with Section 253 of the General Corporation Law of the State of Delaware, at as amended (the Initial Expiration Time "DGCL"); and (iv) after the Acceptance Date, for one or more subsequent expiration time related offering periods of up to an extension additional twenty (20) business days in the aggregate pursuant to Rule 14d-11 of the Exchange Act, in each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the foregoing and applicable law and upon the terms and subject to the conditions of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub it to, extend accept for payment, as promptly as permitted under applicable securities laws, and pay for (after giving effect to any required withholding tax), as promptly as practicable after the Offer through such time as the Company may specify, date on which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions first accepts shares for payment pursuant to the Offer are satisfied (such date, regardless of whether Parent and Sub elect to provide for one or waivedmore subsequent offering periods pursuant to Rule 14d-11 of the Exchange Act, but the number "Acceptance Date") all shares of Shares Company Common Stock validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger withdrawn pursuant to Section 2.10 the Offer. (assuming b) The Offer shall be made by means of an offer to purchase (the exercise "Offer to Purchase") subject to the Offer Conditions set forth in Exhibit A. On the date of the Top-Up Option in full), then, upon the applicable expiration time commencement of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, the "Schedule TO") with respect to the Offer, which shall include contain as an exhibit or incorporate by reference the offer Offer to purchase, form of the Purchase and a related letter of transmittal and form of notice of guaranteed delivery summary advertisement (such Schedule TO and all other ancillary the documents included therein pursuant to which the Offer documents (collectivelywill be made, together with any supplements or amendments and supplements thereto, the “"Offer Documents”"). The , and Parent and Sub shall cause to be disseminated the Offer Documents will to holders of Shares as and to the extent required by applicable federal securities laws. Parent and Sub agree that the Offer Documents shall comply in all material respects with the applicable provisions of the Exchange Act. Parent Act and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger SubDocuments, on the one handdate first published, sent or given to the Company's stockholders, 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 were made, not misleading, except that no covenant is made by Parent or Sub with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Sub and the Company, on the other hand, agree Company agrees to correct promptly correct any information provided by it for use in the Offer Documents if it and to the extent that the Offer Documents shall be, or have become become, false or misleading in any material respect or as otherwise required by applicable Law. Merger respect, and Parent and Sub further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents before they are filed prior to their filing with the SEC or disseminated dissemination to holders the stockholders of Shares, and the Company. Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The and to cooperate with the Company and its counsel shall be given a reasonable opportunity in responding to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselcomments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1its terms and none of the conditions set forth in ANNEX A hereto shall have occurred or be continuing, Parent shall cause Merger Sub shall to, and Merger Sub shall, commence (within the meaning of Rule 14d-2(a) of 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)hereof. The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for payment Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to (i) the condition that at least the number of Shares that when added to Shares already owned by Parent and its direct and indirect wholly owned Subsidiaries, if any, and without giving effect to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject exercise of the option pursuant to the next sentence)Stock Option Agreement, shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any outstanding convertible securities or upon the exercise of any outstanding Options or Warrants which are vested as of the date hereof or are capable of vesting during the ninety (90) day period following the consummation of the Offer but excluding any such holders of Options or Warrants who have agreed in writing to accept the cash payments described in Section 2.7 hereof upon termination of their Options or Warrants as described in Section 2.7 hereof) shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition") and (ii) there shall not have occurred or be continuing any of the conditions set forth in such Annex A. Merger Sub ANNEX A hereto. Parent expressly reserves the right to waive any conditions such condition, to increase the Offer or change Per Share Amount, and to make any other changes in the terms and conditions of the Offer except thatOffer; provided, however, that no change may be made by Parent without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made Company which (iA) decreases the Offer Price Per Share Amount or changes the form of consideration payable in the Offer, (iiB) changes waives the form of consideration to be paid in the OfferMinimum Condition, (iiiC) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum ConditionOffer, (ivD) imposes conditions to the Offer in addition to those set forth in Annex ANNEX A hereto or which otherwise modifies the conditions set forth in such Annex A or (vE) amends any other term of the Offer in a any other manner materially adverse to the holders of Shares. Subject to the terms and conditions Shares or the likelihood of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration consummation of the Offer (Merger. Notwithstanding the date of acceptance for paymentforegoing, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to beyond the scheduled expiration date, which shall be twenty (20) Business Days per extension (with following the length commencement of such periods to be determined in the sole discretion of Parent consistent with applicable Law)Offer, if on any then-if, at the scheduled expiration date of the Offer Offer, any of the conditions to the Offer set forth in Annex A Merger Sub's obligation to accept for payment Shares shall not have been be satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC SEC, or the staff thereof thereof, applicable to the Offer. If, at or (iii) extend the Initial Expiration Time Offer for an aggregate period of not more than ten (10) Business Days beyond the latest applicable date that would otherwise be permitted under clause (i) or subsequent expiration time related to an extension (ii) of the Offer, including an extension pursuant to this sentence, any if, as of the conditions to the obligation of Merger Sub to accept for paymentsuch date, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions (including the Minimum Condition) to the Offer Merger Sub's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with withdrawn pursuant to the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute Offer totals less than the number of Shares required to consummate the Merger pursuant to Section 2.10 ninety percent (assuming the exercise 90%) of the Top-Up Option in full), then, upon the applicable issued and outstanding Shares on a fully diluted basis. Following expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shallPurchaser may, and Parent shall cause Merger Sub to) in its sole discretion, provide a subsequent offering period (a “"Subsequent Offering Period”") in accordance with Rule 14d-11 under the Exchange Act andAct. The Per Share Amount shall, if subject to any applicable and withholding of Taxes, be $1.00 net to the extent permitted sellers of the Shares in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not withdrawn as promptly as practicable following satisfaction of the Minimum Condition. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Merger Sub expressly reserves the right to delay payment for Shares for the sole purpose of complying in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. If the payment equal to the Per Share Amount in cash is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such Rule 14d-11payment shall have paid all transfer and other Taxes required by reason of the payment of such amount to a Person other than the registered holder of the certificate surrendered, thereafter extend or shall have established to the satisfaction of Merger Sub that such subsequent offering periodTaxes either have been paid or are not applicable. If this Agreement is terminated by Parent or by the Company, Parent shall cause Merger Sub to, and Merger Sub shall, terminate promptly the Offer. (db) As soon promptly as reasonably practicable on the date of commencement of the Offer is commencedOffer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer, which . The Schedule TO shall include the contain or shall incorporate by reference an offer to purchase, form purchase (the "Offer to Purchase") and forms of the related letter of transmittal and form of notice of guaranteed delivery any related summary advertisement (the Schedule TO, the Offer to Purchase and all such other ancillary Offer documents (collectivelydocuments, together with any all supplements and amendments and supplements thereto, being referred to herein collectively as the “"Offer Documents”"). The Offer Documents will comply in all material respects with the applicable provisions Each of the Exchange Act. Parent and Parent, Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree Company agrees to correct promptly correct any information provided by it for use in the Offer Documents if it that shall have become false or misleading in any material respect or as otherwise required by applicable Law. respect, and Parent and Merger Sub further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities Lawslaws. The Parent and Merger Sub shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are prior to such documents being filed with the SEC or disseminated to holders of Shares, and . Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with copies of any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The and shall provide the Company and its counsel shall be given with a reasonable opportunity to review any responses participate in the formulation of the response of Parent or Merger Sub to such comments comments. (c) Subject to applicable law and the rules and regulations of The Nasdaq Stock Market, Inc. and/or the OTC Bulletin Board, in the event that, following a Subsequent Offering Period, if any, the Purchaser has acquired less than ninety percent (90%) of the Shares, but not less than seventy-five percent (75%) of the Shares, the parties have entered into a Stock Option Agreement (the "Stock Option Agreement"), pursuant to which the Company has granted to the Purchaser an option to purchase that number of Shares equal to the number of Shares that, when added to the number of Shares owned by the Purchaser and its affiliates immediately following expiration of the Subsequent Offering Period, shall constitute ninety percent (90%) of the Shares then outstanding on a fully diluted basis. (d) Parent shall provide or communicationscause to be provided to Merger Sub on a timely basis the funds necessary to accept for payment, and Parent to pay for, any and all Shares that Merger Sub shall give due consideration becomes obligated to all reasonable additionsaccept for payment, deletions or changes suggested thereto by and pay for, pursuant to the Company and its counselOffer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion)Article VII, and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)ii) all of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause paragraphs (ac)(i) through (c)(vi) of Annex A I shall then be satisfied (in the “Minimum Condition”case of (x) paragraphs (c)(ii) through (c)(v), giving effect only to representations and warranties made as of dates prior to such time and (y) paragraph (c)(vi), giving effect only to agreements and covenants that the Company is required to comply with or to perform prior to such time) or waived by Parent or Merger Sub, as promptly as practicable (and in any event within ten Business Days) after the conditions in clause (b) date of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, 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 to purchase all the outstanding Shares at the Offer Price. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions set forth in Annex I, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment, purchase payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable practicable, but in any event no later than three Business Days, after the expiration Expiration Date. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer (shall be paid net to the date of acceptance for paymentholder in cash, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(iSection 2.2(e). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (bc) 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 in accordance with this Agreement, including the Minimum Condition and the other conditions set forth in Annex I. Merger Sub expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise expressly provided in this Agreement or as previously approved by the Company in writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) add any additional conditions to those set forth on Annex I or amend any of the conditions and requirements to the Offer set forth in Annex I in a manner adverse to the holders of Shares, (vi) extend the Expiration Date in a manner other than in accordance with this Agreement or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to the holders of the Shares. (d) Unless extended as provided in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date (the “Initial Expiration Time”) that is twenty (20) 20 Business Days after following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3the “Initial Expiration Date”) under the Exchange Act). Merger Sub may, without the consent of the Company, (i) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law)or, if on any then-scheduled expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, at the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer Date has not been satisfied (or waived extended in accordance with this Agreement), then, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend date to which the Offer through has been so extended (the Initial Expiration Date, or such time as later date to which the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied Initial Expiration Date has been extended in accordance with the terms of this Agreement, the “Expiration Date”). Nothing in this Section 2.1(b) shall affect or impair If on any termination rights under Article VIII. (c) If then scheduled Expiration Date, all of the conditions to the Offer are satisfied (including the Minimum Condition and the other conditions set forth in Annex I) have not been satisfied, or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held waived by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may shall (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering extend the Offer for successive periods of up to ten Business Days each, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to, and shall not without the Company’s prior written consent, extend the Offer beyond August 20, 2015 (a the “Subsequent Offering PeriodOutside Date”). In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission (the “SEC”) or its staff. (e) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Merger Sub shall (and Parent shall cause Merger Sub to) promptly, irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the purchase of Shares in the Offer, Merger Sub shall promptly (and in any event within two Business Days) return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with Rule 14d-11 under the Exchange Act andapplicable Law, if applicable and all tendered Shares to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering periodregistered holders thereof. (df) As soon as practicable on the date of the Offer is commencedcommencement of the Offer, Parent and Merger Sub shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits, the “Schedule TO”). The Schedule TO shall include include, as exhibits, the offer Offer to purchasePurchase, a form of the related letter of transmittal and a form of notice of guaranteed delivery and all other ancillary Offer documents summary advertisement (collectively, together with any amendments and supplements theretosupplements, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall agree to cause the Offer Documents to be disseminated to holders of Shares Shares, as and to the extent required by applicable federal securities Lawsthe Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. , and Parent and Merger Sub further agrees agree to take all steps necessary to promptly cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and disseminated to holders of Shares Shares, in each case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of SharesSEC, and Parent and Merger Sub shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to shall provide the Company and its counsel with copies of any comments or communicationswritten comments, whether written or oraland shall inform them of any oral comments, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments comments, and any written or communicationsoral responses. The Company and its counsel shall be given a reasonable opportunity to review any such written responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. The date and time at which Merger Sub accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer is referred to in this Agreement as the “Acceptance Time.” (g) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares Merger Sub becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer Article X hereof and so long as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto (the "Tender Offer Conditions") shall have occurred and be are continuing (and not unless such event shall have been waived by Parent or Merger Sub in their sole discretionSub), and as promptly as practicable, but in no event later than the obligation fifth business day after the date of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Parent and Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to commence the Offer as soon as practicable after the expiration of at the Offer (the Price. The initial expiration date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on be the date (the “Initial Expiration Time”) that is twenty (20) Business Days after twentieth business day following the commencement of the Offer. The obligations of Merger Sub to accept for payment and to pay for any shares of Common Stock tendered shall be subject only to the Tender Offer Conditions, any of which may be waived by Parent or Merger Sub in their sole discretion; PROVIDED, HOWEVER, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company. The Tender Offer Conditions are for the sole benefit of Parent and Merger Sub and may be asserted by Parent and Merger Sub regardless of the circumstances giving rise to any such Tender Offer Conditions or, except as expressly set forth herein, may be waived by Parent and Merger Sub in whole or in part. Parent and Merger Sub expressly reserve the right to modify the terms of the Offer; PROVIDED HOWEVER, that without the prior written consent of the Company, Merger Sub shall not (determined pursuant i) reduce the number of shares of Common Stock to Rule 14d-1(g)(3be purchased in the Offer, (ii) under reduce the Exchange Act)Offer Price, (iii) modify or add to the Tender Offer Conditions, (iv) change the form of consideration payable in the Offer or (v) make any other change in the terms of the Offer which is materially adverse to the holders of Common Stock. Notwithstanding the foregoing sentence, Merger Sub may, without the consent of the Company, (iA) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law)Offer, if on any then-at the then scheduled expiration date of the Offer any of the conditions to Merger Sub's obligations to purchase the Offer set forth in Annex A shall shares of Common Stock have not have been satisfied or waived, and if this Agreement shall not until the third business day after the day Merger Sub reasonably believes to be the earliest date on which such conditions will be satisfied, (B) extend the Offer from time to time up to a maximum of an aggregate of 30 days beyond the first day all of the Tender Offer Conditions have been terminated in accordance with Article VIIImet, and and/or (iiC) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. IfNotwithstanding the foregoing, at (x) the Initial Expiration Time Offer may not, without the Company's written consent, be extended beyond the date of termination of this Agreement pursuant to Section 10.1(a) and (y) the Offer may not, without the Company's prior written consent, be extended pursuant to clause (A) above if the failure to satisfy any condition was caused by a material breach by Parent or subsequent Merger Sub of any of their representations, warranties, covenants or agreements set forth in this Agreement. Notwithstanding any thing to the contrary in this Agreement, Parent and Merger Sub agree that if immediately prior to any scheduled expiration time related to an extension date of the Offer, including an extension pursuant to this sentencethe Regulatory Conditions (as defined in Annex A) shall not have been satisfied, any but at such scheduled expiration date each of the other conditions set forth in Annex A (other than the Minimum Condition) shall then be satisfied, at the request of the Company, Merger Sub shall extend the Offer from time to time, subject to the obligation right of Parent, Merger Sub or the Company to accept for payment, purchase and pay for Shares tendered terminate this Agreement pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by terms hereof. Upon the Companyterms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, extend promptly purchase all shares of Common Stock which are validly tendered on or prior to the expiration of the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn. Parent shall provide, together with the Sharesor cause to be provided, if any, held by Parent and to Merger Sub or any other direct or indirect wholly owned Subsidiary on a timely basis all funds necessary to accept for payment, and pay for, all shares of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Common Stock that Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and becomes obligated to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect purchase pursuant to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Merger Sub or 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 Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been validly terminated in accordance with Section 8.1its terms, as promptly as practicable after the date of this Agreement, Merger Sub shall, and AEP shall cause Merger Sub to, commence (within the meaning of Rule 14d-2(a) of 14d-2 promulgated by the SEC under the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement)Offer. The obligation obligations of Merger Sub to, and of AEP to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or cause Merger Sub in their sole discretion)to, and the obligation of Merger Sub to accept for payment, purchase and pay for for, any Shares validly tendered and not properly withdrawn pursuant to the Offer shall be are subject only to (i) the satisfaction non-waivable Minimum Tender Condition (or waiver by Parent or Merger Sub as defined in their sole discretion Annex I) and (but subject to ii) the next sentence)) of the other conditions set forth in such Annex A. I (together with the Minimum Tender Condition, the “Offer Conditions”). The initial expiration date of the Offer shall be midnight, New York City time, on the 20th Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) following the commencement of the Offer. Merger Sub shall not, and AEP shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the termination of this Agreement in accordance with its terms. In the event that this Agreement is validly terminated pursuant to its terms, Merger Sub shall, and AEP shall cause Merger Sub to, promptly withdraw and terminate the Offer (and promptly after any termination or withdrawal of the Offer, Merger Sub shall return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof, in accordance with the terms of the Offer and applicable Law). Merger Sub expressly reserves the right to waive any conditions condition to the Offer (other than the Minimum Tender Condition) or change modify the terms of the Offer Offer, except that, without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the CompanySpecial Committee, Merger Sub shall not (A) reduce the number of Shares subject to the Offer, (iB) extend reduce the Offer for one or more additional consecutive periods of up Price, (C) add to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled expiration date of the Offer Conditions or impose any of the other conditions to the Offer, (D) amend, modify or supplement any Offer Condition or any term of the Offer set forth in Annex A this Agreement, in each case, in a manner adverse in a material respect to the holders of the Shares (other than AEP and its Affiliates), (E) change the form of consideration payable in the Offer or (F) otherwise amend, modify or supplement the Offer in any manner adverse in a material respect to the holders of the Shares (other than AEP and its Affiliates). (b) Merger Sub shall not have been satisfied be permitted to (without the consent of the Company or waived, of the Special Committee) and if this Agreement shall not have been terminated in accordance with Article VIII, (and AEP shall cause Merger Sub to): (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If; and (ii) if, at on the Initial Expiration Time initial expiration date or any subsequent expiration time related date as of which the Offer is scheduled to an extension of the Offer, including an extension pursuant to this sentenceexpire, any of the conditions to the obligation of Merger Sub to accept for payment, purchase Offer Condition is not satisfied and pay for Shares tendered pursuant to the Offer has not been satisfied waived (or waived to the extent waivable in accordance with the terms of this Agreement), thenextend the Offer on one or more occasions in consecutive increments of up to ten Business Days each (or such longer period as the Special Committee and AEP may agree), if requested by until such time as such Offer Conditions are satisfied; provided, however, that (1) Merger Sub shall not be required to extend the CompanyOffer beyond the Outside Date or the termination of this Agreement in accordance with its terms and (2) if, at any date as of which the Offer is scheduled to expire, all of the Offer Conditions except for the Minimum Tender Condition are satisfied or have been waived (to the extent waivable in accordance with the terms of this Agreement), Merger Sub shall only be required to extend the Offer for one or more additional periods not to exceed an aggregate of ten Business Days. (c) On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent AEP shall cause Merger Sub to, extend promptly after the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either expiration of the conditions set forth in paragraph Offer, accept for payment and promptly (c)(iiwithin the meaning of Rule 14e-1 under the Exchange Act) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If thereafter pay for, all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with properly withdrawn pursuant to the Shares, if any, held by Parent and Offer that Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent becomes obligated to purchase pursuant to the Offer (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a the “Parent CompanyAcceptance Time”), constitute less than . AEP shall cause to be provided to Merger Sub all of the number of funds necessary to purchase any Shares required that Merger Sub becomes obligated to consummate the Merger purchase pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on If, between the date of this Agreement and the Effective Time, the outstanding 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 is commencedPrice and the Per Share Merger Consideration, Parent as applicable, shall be appropriately adjusted. (e) On the date of commencement of the Offer, AEP and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the contain an offer to purchase, form of the purchase and a related letter of transmittal and form of notice of guaranteed delivery summary advertisement (such Schedule TO and all other ancillary the documents included therein pursuant to which the Offer documents (collectivelywill be made, together with any supplements or amendments and supplements thereto, the “Offer Documents”). The , and shall, to the extent required by applicable U.S. federal securities Laws, mail the Offer Documents will comply in all material respects to the holders of the Shares promptly after filing the Schedule TO with the applicable provisions of the Exchange ActSEC. Parent AEP and Merger Sub shall cause be entitled to include the Special Committee Recommendation and the Company Board Recommendation in the Offer Documents. Each of AEP and Merger Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with respect to the Offer Documents to be disseminated to holders and each of Shares as required by applicable federal securities Laws. Parent and AEP, Merger Sub, on the one hand, Sub and the Company, on the other hand, agree to Company shall promptly correct any information provided by it for use in the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. respect, and each of AEP and Merger Sub further agrees to shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and disseminated to the holders of Shares the Shares, in each case as and to the extent required by applicable federal securities Laws. The Company Company, the Special Committee and its their respective counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents before they are filed a reasonable time prior to filing such documents with the SEC or disseminated dissemination of such documents to holders of the Shares, and Parent AEP, Merger Sub and their counsel shall consider in good faith any comments thereto made by the Company, the Special Committee or their respective counsel. AEP and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to (i) provide the Company Company, the Special Committee and its their respective counsel with any written comments or communications, whether written requests (and inform them of any oral comments or oral, that Parentrequests) for additional information AEP, Merger Sub or any of their counsel representatives may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments or communications. The Company requests, (ii) provide to the Company, the Special Committee and its their respective counsel shall be given a reasonable opportunity to review and comment upon any written responses thereto a reasonable time prior to responding to such comments or communicationsrequests, (iii) consider in good faith any comments thereto made by the Company, the Special Committee or their respective counsel, and Parent (iv) consult (to the extent practicable) with the Company, the Special Committee and/or their respective counsel prior to making any material oral responses or engaging in any material discussions with the SEC. AEP and Merger Sub shall give due consideration use reasonable best efforts to all reasonable additionspermit the Company, deletions the Special Committee and/or their respective counsel to participate with AEP and Merger Sub or changes suggested thereto by their representatives in any material discussions or meetings with the Company and its counselSEC.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated in accordance with Section 8.1, Merger Sub shall commence (within occurred that would give rise to a right to terminate the meaning of Rule 14d-2(a) Offer pursuant to any of the Exchange Act) the Offer conditions set forth in Annex I, as promptly as practicable after the date hereof (hereof, but not in no event later than five Business Days following the twentieth (20th) day from and including the date of initial public announcement of the execution of this Agreement). The obligation of , Merger Sub to commence Subsidiary shall amend the Offer shall be subject only to (i) increase the purchase price to $89.50 per Share, net to the condition seller in cash, (ii) provide that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant conditions to the Offer shall be subject only as set forth in Annex I and no others, (iii) provide that the expiration date shall be February 7, 2008 and (iv) make such other amendments as are necessary or appropriate to conform to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but requirements of this Agreement. The Offer shall be subject to the next sentence)) condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents at least a majority of the total number of Shares outstanding on a fully-diluted basis (the “Minimum Condition”) and to the other conditions set forth in such Annex A. I and to no other conditions. Merger Sub Subsidiary expressly reserves the right to waive any of the conditions to the Offer or change and to make any other changes in the terms of or conditions to the Offer except that, Offer; provided that without the prior written consent of the Company, Merger Sub Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not waive the condition in clause be waived, (aB) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) that changes the form of consideration to be paid paid, decreases the price per Share or the number of Shares sought in the Offer, (iii) reduces amends or adds to the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto I or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a any manner adverse to the holders of Shares. Subject to the terms and conditions stockholders of the Offer Company and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after (C) the expiration of date shall not be extended except as otherwise provided herein. Notwithstanding the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, without the consent of the Companyforegoing, (ix) Merger Subsidiary shall extend the Offer for one if at the scheduled or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if on any then-scheduled extended expiration date of the Offer any of the conditions to the Offer set forth in Annex A shall not have been be satisfied or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, from time to time until such conditions are satisfied or waived; and (iiy) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof Nasdaq Global Select Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 10.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. If, at the Initial Expiration Time or subsequent Following expiration time related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), thenSubsidiary shall, if requested by the Company, Merger Sub shallor may, and Parent shall cause Merger Sub toin its sole discretion, extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under of the Exchange Act and, if applicable and 1934 Act. Subject to the extent permitted under such foregoing, including the requirements of Rule 14d-11, thereafter extend such subsequent offering periodand upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (db) As soon promptly as practicable on after the date hereof, but in no event later than five Business Days following the Offer is commencedpublic announcement of the execution of this Agreement, Parent Merger Subsidiary shall, and Merger Sub shall cause its Affiliates to, (i) file with the SEC a Tender Offer Statement on Schedule TO with respect an amendment to the OfferSchedule TO, which shall include the a revised offer to purchase, purchase and form of the related letter of transmittal and form of notice of guaranteed delivery summary advertisement reflecting the terms and all other ancillary Offer documents conditions set forth in this Agreement (collectively, together with any amendments and or supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with , and (ii) to the extent required by applicable provisions of the Exchange Act. Parent and Merger Sub shall U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities LawsShares. Parent and Each of Parent, Merger Sub, on the one hand, Subsidiary and the Company, on the other hand, agree Company agrees promptly to promptly correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if it and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect. Merger Sub further agrees to take all steps necessary Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Offer Documents Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before they are any such document is filed with the SEC and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or disseminated to holders of Sharesthe Offer Documents, and Parent and Merger Sub Subsidiary shall give due reasonable and good faith consideration to all reasonable additions, deletions or changes suggested thereto any comments made by the Company and its counsel. In addition, Parent and Merger Sub agree to Subsidiary shall provide the Company and its counsel with any comments or communications, whether written or oral, that oral comments Parent, Merger Sub Subsidiary or their respective Affiliates or counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly promptly, but in no event later than twelve hours, after Parent’s or Merger Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counselcomments.