Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents.

The Offer. (ai) Provided that this Merger Agreement shall not have been terminated in accordance with Section 9.01 8.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingexisting, Purchaser shall commence the Offer as promptly soon as reasonably practicable after the date hereof, (but in no event later than five (5) business days after from the initial public announcement of Purchaser’s intention to the terms of this Merger Agreement) the Offerors shall commence the Offer. The initial expiration date of the Offer shall be the twentieth business day from and after the date the Offer is commenced (the "Initial Expiration Date"). (ii) The obligation of Purchaser the Offerors to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the following conditions: (i) the condition (the “Minimum Condition”A) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, when taken together with all Shares owned by the Offerors, represents at least ninety percent of the then outstanding Shares on a fully-diluted basis (the "Minimum Condition"), and (iiB) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser hereto (collectively, the "Additional Offer Conditions," and together with the Minimum Condition, the "Offer Conditions"), any of which Additional Offer Conditions may be waived by the Offerors in their sole discretion. (iii) The Offerors expressly reserves reserve the right to waive any such condition, amend or make changes to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by that, without the prior written consent of the Company (expressed in writing no a resolution adopted by both the Special Committee and the Board), the Offerors shall not (v) decrease the Offer Price or change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (ivw) reduces waive or modify the maximum Minimum Condition, (x) decrease the number of Shares to be purchased sought in the Offer, (vy) imposes impose any additional conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to from the Offer set forth in Annex A so as to broaden the scope of such conditions to the OfferConditions, or (viiz) extends, except as provided for below, otherwise amend the Offer or (viii) makes any other change to any of the terms and conditions of the Offer in a manner that is adverse to would adversely affect the holders of Shares. The Company agrees that no Shares owned by the Company for its account will be tendered pursuant to the Offer. Notwithstanding anything in this Merger Agreement to the foregoingcontrary, Purchaser without the consent of the Company, the Offerors shall have the right to extend the Offer beyond the Initial Expiration Date in the following events: (1) from time to timetime if, at the Initial Expiration Date (i) extend or extended expiration date of the Offer, until such time as either (A) all if applicable), any of the conditions to the Offer have not been satisfied or waived or waived; (B2) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “"SEC”), ") or the staff thereof or of the NASDAQ, applicable to the Offer or any period required by applicable Law (as hereinafter defined); or (3) pursuant to an amendment to the Offer providing for a "subsequent offering period" to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange; provided, that notwithstanding anything to the contrary, if any of the conditions to the Offer are not satisfied or, if applicable, waived on any scheduled expiration date of the Offer, the Offerors shall be required to extend the Offer for a period of 10 business days and, if at the end of such 10 business day period all of the conditions to the Offer are still not satisfied or, if applicable, waived, an additional period of 10 business days; provided further, that, without the consent of the Company (expressed in a resolution adopted by both the Special Committee and the Board), the Offerors shall not extend the Offer beyond the date that is 50 business days from the date on which the Offer was commenced. (iv) Following the satisfaction or waiver of the Offer Conditions, Purchaser shall accept for payment, in accordance with the terms of the Offer, all Shares validly tendered pursuant to the Offer and not withdrawn as soon as it is permitted to do so pursuant to applicable Law. On or prior to the dates that Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes obligated to accept for payment and pay for Shares pursuant to the Offer and Merger, Mr. Sosnoff shall provide, or xxxxx xx xx provided, to Purchaser (or, in the case of the Merger, the Surviving Corporation) the funds necessary to pay for all Shares that Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes so obligated to accept for payment and pay for pursuant to the Offer and Merger, as the case may be. The Per Share Amount Offer Price shall, subject only to applicable any required withholding of taxesTaxes (as defined below), be net to the seller stockholder in cashcash without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent The Offerors shall cause Purchaser to (i) file with the SEC on the date that the Offer is commenced a Tender Offer Statement on Schedule TO (together with all any supplements or amendments and supplements thereto, the “"Schedule TO”") with respect to which will contain, among other things, the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms purchase, form of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being referred to herein collectively as the “"Offer Documents”"), and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as a part of the Schedule TO (the "Offeror Schedule 13E-3"). The Company Offer Documents and Offeror Schedule 13E-3 shall promptly furnish comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and, if applicable, on the date first published, sent or given to Parent and Purchaser 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 the Offerors with respect to information supplied by the Special Committee in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser The Offerors further agree to take all steps necessary to cause the Offer Documents and Offeror Schedule TO, as so corrected, 13E-3 to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity The Offerors agree promptly to review and comment on correct any information provided by them or it for use in the Offer Documents prior or Offeror Schedule 13E-3 if and to such documents being the extent that it shall have become false and misleading in any material respect and the Offerors further agree to take all steps necessary to cause the Offer Documents or Offeror Schedule 13E-3 as so corrected to be filed with the SEC or and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent The Special Committee and Purchaser its counsel shall be given the opportunity to review the Schedule TO and Offeror Schedule 13E-3 before it is filed with the SEC. In addition, the Offerors agree to provide the Company Special Committee and its counsel with any comments or other communications that Parent, Purchaser they or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offeror Schedule 13E-3 promptly after the receipt of such comments or other communications. (c) The Offerors agree to provide the Special Committee and its counsel with any comments or other communications that either of them or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly or Offeror Schedule 13E-3 after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsother communications.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuing, Purchaser shall commence the Offer as As promptly as reasonably practicable after the date hereof, (but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for belowexecution hereof), the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, commence (i) extend within the Offer, until such time as either (A) all meaning of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT")) following a tender offer (the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act"OFFER") for any and all of the Offer outstanding shares of Common Stock, par value $.03 per share (the “Initial Expiration Date”"SHARES"), ifof the Company at a price of U.S.$45.00 per Share, at net to the Initial Expiration Date seller in cash (such price, or any subsequent scheduled such other price per Share as may be paid in the Offer, being referred to herein as the "OFFER PRICE") and, subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, any that number of Shares which represents at least a majority of the Shares outstanding on a fully diluted basis (the "MINIMUM CONDITION") and to the other conditions set forth in Annex A hereto, shall consummate the Offer in accordance with its terms ("FULLY DILUTED BASIS" means issued and outstanding Shares and Shares subject to Purchaser’s obligation issuance under Company Option Plans (as defined in Section 2.4) and Shares subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock). The obligations of the Purchaser to commence the Offer and to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer and to pay for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely in order to comply in whole on or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not properly withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal shall be subject only to the Per Share Amount Minimum Condition and the other conditions set forth in cash is to Annex A hereto. The Offer shall 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 by means 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “"OFFER TO PURCHASE") containing the terms set forth in this Agreement, the Minimum Condition and the conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer to Purchase”) and forms Price or decrease the number of Shares sought or amend any other condition of the related letter Offer in any manner adverse to the holders of transmittal the Shares (other than with respect to insignificant changes or amendments and any related summary advertisement subject to the penultimate sentence of this Section 1.1) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company (the Schedule TO"COMPANY BOARD") or a duly authorized committee thereof); PROVIDED, HOWEVER, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date; PROVIDED, HOWEVER, that the Purchaser shall, if the Company, Parent and the Purchaser have not obtained the approvals of any Governmental Entity (as defined in Section 3.4) as required under Section 5.4, extend the expiration date for a period of the lesser of (i) 2 business days after the date that all such approvals have been obtained and (ii) 35 days after such initial scheduled expiration date. In addition, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that Price may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SECincreased, and the other Offer Documents, as so corrected, to may be disseminated to holders of Shares, in each case as and extended to the extent required by applicable U.S. federal securities Lawslaw in connection with such increase in each case without the consent of the Company. Parent and The Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment shall, on the Offer Documents terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares validly tendered as soon as it is permitted to do so under applicable law; PROVIDED, HOWEVER, that if, immediately prior to such documents being filed with the SEC or disseminated to holders initial expiration date of Shares. Parent the Offer (as it may be extended), the Shares validly tendered and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect not withdrawn pursuant to the Offer Documents promptly after equal less than 90% of the receipt outstanding Shares, the Purchaser may extend the Offer for a period not to exceed 10 business days, notwithstanding that all conditions to the Offer are satisfied as of such comments and, subject to providing initial expiration date of the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer DocumentsOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 8.1 hereof and that none of the events set forth in clauses (a) through (i) of Annex A hereto I shall have occurred or and be continuingexisting, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation execution of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for belowthis Agreement), the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, commence (i) extend within the Offer, until such time as either (A) all meaning of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated 14d-2 under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled Offer Price and, subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, 9,158,155 Shares (including Shares owned by Parent, the Purchaser or any affiliates thereof) (the "Minimum Condition") and to the other conditions set forth in Annex I hereto, shall use its best efforts to consummate the Offer in accordance with its terms. The obligations of the conditions to Purchaser’s obligation Purchaser to accept for payment Sharesand to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex I hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") subject to the Minimum Condition and the other conditions set forth in Annex I hereto and reflecting, where appropriate, the other terms set forth in this Agreement. The Purchaser shall not amend or waive the Minimum Condition (other than, at Purchaser's option, to lower the Minimum Condition to a majority of the issued and outstanding Common Stock on a fully diluted basis) and shall not decrease, or change the form of, the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares or impose any condition to the consummation of the Offer beyond the Minimum Condition and the conditions set forth in Annex I hereto without the written consent of the Company; provided, however, that if on the initial scheduled expiration date of the Offer, which shall be twenty-one (21) business days after the date the Offer is commenced, all conditions to the Offer will not have been satisfied or waived waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date and; provided further, however, that if on the initial scheduled expiration date of the Offer any conditions to the Offer that are reasonably capable of being satisfied within ten (10) business days, including the Minimum Condition, will not have been satisfied or waived, the Purchaser shall extend the expiration date for a minimum of ten (ii10) business days. In no event shall the Purchaser be obligated to extend the Offer for any period required by any rulebeyond June 30, regulation1999. The Purchaser shall, position on the terms and subject to the prior satisfaction or interpretation waiver of the Securities conditions of the Offer, accept for payment and Exchange Commission pay for Shares tendered as soon as it is legally permitted to do so under applicable law. (b) If more than 9,158,155 Shares are validly tendered prior to the “SEC”expiration date, as may be extended pursuant to Section 1.1(a), or and not withdrawn, the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cashPurchaser will, upon the terms and subject to the conditions of the Offer. Purchaser shall, accept for payment (and Parent shall cause Purchaser tothereby purchase) the Shares purchased in the Offer on a pro rata basis, pay for all with adjustments to avoid purchases of fractional shares of Common Stock, based on the number of Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), date and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basiseach tendering stockholder. If the payment equal Subject to the Per Share Amount in cash is terms of this Agreement, the Purchaser reserves the right (but shall not be obligated) to be made accept for payment more than 9,158,155 Shares pursuant 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (bc) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent and the Purchaser shall cause Purchaser to (i) 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 Offer (together with all amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”) with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act14D-1"). The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO14D-1 will include, as exhibits, the Offer to Purchase and such other documentsa form of letter of transmittal and summary advertisement (collectively, together with all any amendments and supplements and amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published or sent to the Company's stockholders, shall promptly furnish 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent and or the Purchaser in writing all with respect to information concerning furnished by the Company that may be required expressly for inclusion in the Offer Documents. The information supplied by applicable securities Laws or reasonably requested the Company expressly for inclusion in the Offer Documents and by Parent or the Purchaser expressly for inclusion in the Schedule TO 14D-9 (as hereinafter defined) 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 Offer Documents. statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Parent, Purchaser Parent and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to will take all steps necessary to cause the Schedule TO, as so corrected, Offer Documents to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of the Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Schedule 14D-1 or the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser shall give further will take all steps necessary to cause the Schedule 14D-1 or the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel a shall be given the reasonable opportunity to review and comment on the Offer Documents prior to such documents being initial Schedule 14D-1 before it is filed with the SEC or disseminated to holders of SharesSEC. In addition, Parent and the Purchaser shall will provide the Company and its counsel with any comments that or other communications, whether written or oral, Parent, 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 the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsother communications.

The Offer. (a) Provided that Subject to the provisions of this Agreement and provided that nothing shall not have been terminated occurred that would result in accordance with Section 9.01 and that none a failure to satisfy any of the events conditions set forth in clauses (a) through (i) of Annex A hereto ANNEX I hereto, Parent shall have occurred or be continuingcause the Purchaser to, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after following the initial public announcement of the Purchaser’s 's intention to commence the Offer. , commence (within the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer for all of the outstanding Shares at a price of $18.00 per Share, net to the seller in cash, subject only (i) to a minimum of 2,649,538 Shares (or such other number of Shares, when added to the number of Shares already owned by Parent, the Purchaser or any direct or indirect wholly owned Subsidiary (as defined in Section 1.3(a)) of Parent, as shall constitute a majority of the Company's Fully Diluted Shares (as defined in Section 4.2) (the "Minimum Shares") being validly tendered prior to the expiration or termination of the Offer and not withdrawn (the "Minimum Share Condition") and (ii) to the other conditions to the Offer set forth in ANNEX I. The obligation Purchaser may at any time transfer or assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of Purchaser to accept for payment the Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least "Tendered Shares"), but no such assignment shall relieve the number Purchaser of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A heretoits obligations hereunder. The Purchaser expressly reserves the right to waive any such condition, of the conditions to increase the price per Share payable Offer set forth in the Offer, ANNEX I and to make any other changes in modify the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that unless previously approved by that, without the Company in writing no change may be made that prior written approval of the Company, the Purchaser shall not amend or modify the terms of the Offer to (i) amends or waives reduce the Minimum Conditioncash price to be paid pursuant to the Offer, (ii) decreases reduce the price per Share payable in number of Shares as to which the OfferOffer is made, (iii) changes change the form of consideration to be paid in the Offer, (iv) reduces modify or waive the maximum number of Shares to be purchased in the OfferMinimum Share Condition, or (v) imposes impose conditions to its obligation to accept for payment or pay for the Offer in addition to Tendered Shares other than those set forth in Annex A heretoANNEX I. The Offer may not be extended without the Company's prior written consent; PROVIDED, HOWEVER, that the Purchaser may extend (viand re-extend) amends the conditions to the Offer set forth in Annex A so for up to a total of 20 business days if, as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled initial expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, there shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares have been validly tendered and not withdrawn as promptly as practicable following the acceptance that number of Shares for payment pursuant necessary to permit the Offer. Notwithstanding the immediately preceding sentence and subject Merger to the applicable rules be effected without a meeting of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, Company's stockholders in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the OfferDGCL. (b) As promptly soon as reasonably practicable on the date of commencement of the Offer, Parent the Purchaser shall cause Purchaser to (i) file with the SEC Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) 14D-1 with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule TO, documents included therein or incorporated therein by reference pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and the Purchaser agree that the Offer Documents shall comply as to form in writing all material respects with 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 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 concerning supplied by the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion any of its representatives which is included in the Schedule TO or the Offer Documents. Each of Parent, the Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectmisleading, and each of Parent and the Purchaser further agree agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TO, Offer Documents as so corrected, amended or supplemented to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to such documents being filed their filing with the SEC or disseminated dissemination to holders stockholders of Sharesthe Company. Parent and the Purchaser shall agree to provide the Company and its counsel with any comments that Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments andcomments. (c) Subject to the terms and conditions of the Offer, subject the Purchaser shall pay for Shares which have been validly tendered and not withdrawn pursuant to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsas promptly as practicable following expiration of the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none withdrawn prior to the expiration or termination of the events Offer (the "Minimum ------- Share Condition") and (ii) to the other conditions to the Offer set forth in clauses (a) through (i) --------------- Exhibit A. The Purchaser may at any time transfer or assign to one or more --------- corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of Annex A hereto shall have occurred or be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least "Tendered -------- Shares"), but no such assignment shall relieve the number Purchaser of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A heretoits ------ obligations hereunder. The Purchaser expressly reserves the right to waive any such condition, of the conditions to increase the price per Share payable Offer set forth in the Offer, Exhibit A and to make any other changes in modify the terms --------- and conditions of the Offer; provided, however, that unless previously approved by that, without the Company in writing no change may be made that prior written -------- ------- approval of the Company, the Purchaser shall not amend or modify the terms of the Offer to (i) amends or waives reduce the Minimum Conditioncash price to be paid pursuant to the Offer, (ii) decreases reduce the price per Share payable in number of Shares as to which the OfferOffer is made, (iii) changes change the form of consideration to be paid in the Offer, (iv) reduces modify or waive the maximum number of Shares to be purchased in the OfferMinimum Share Condition, or (v) imposes impose conditions to its obligation to accept for payment or pay for the Offer in addition to Tendered Shares other than those set forth in Annex A hereto, (vi) amends the conditions Exhibit A. --------- Notwithstanding anything else in this Agreement to the Offer set forth in Annex A so as to broaden contrary, without the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any consent of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoingCompany, Purchaser shall from time have the right to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled initial expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) date of the Offer (which shall be twenty (20) business days following commencement of the “Offer, the "Initial Expiration ------------------ Date”"), to August 1, 2000 in any event, and in the following events: (i) from ---- time to time if, at the Initial Expiration Date (or any subsequent scheduled extended expiration date of the Offer, if applicable) any of the conditions to Purchaser’s obligation the Offer (other than the Minimum Share Condition to accept for payment Shares, which this clause does not apply) shall not be have been satisfied or waived waived, until such conditions are satisfied or waived; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “"SEC”), ") or the staff Staff thereof applicable --- to the Offer or any period required by applicable law; (iii) if all conditions to the Offer other than the Minimum Share Condition are satisfied or waived, but the Minimum Share Condition has not been satisfied, for one or more periods not to exceed ten (10) business days each (or an aggregate of thirty (30) business days for all such extensions; or (iv) if all of the NASDAQ, applicable conditions to the Offer. The Per Share Amount shall, subject only to applicable withholding Offer are satisfied or waived but the number of taxes, be net to the seller in cash, upon the terms and subject to the conditions shares of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares Company Common Stock validly tendered and not withdrawn as is less than ninety percent (90%) of the then outstanding number of shares of Company Common Stock on a diluted basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); provided that Purchaser shall accept and promptly as practicable following the acceptance of Shares pay for payment pursuant all -------- securities tendered prior to the Offer. Notwithstanding date of such extension and shall otherwise meet the immediately preceding sentence and subject to the applicable rules requirements of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance connection with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 each 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerextension. (b) As promptly soon as reasonably practicable on the date of commencement of the Offer, Parent the Purchaser shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all any amendments and or supplements thereto, the “"Schedule -------- TO”") with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO Offer, which shall contain or shall incorporate by -- reference an offer to purchase (the “Offer to Purchase”) and forms of the a related letter of transmittal and any related summary advertisement (such Schedule TO and the Schedule TO, documents included therein or incorporated therein by reference pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as thereto (the “"Offer Documents”")). The Company shall promptly furnish to --------------- Parent and the Purchaser agree that the Offer Documents shall comply as to form in writing all material respects with 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 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 concerning supplied by the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion any of its representatives which is included in the Schedule TO or the Offer Documents. Each of Parent, the Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectmisleading, and each of Parent and the Purchaser further agree agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TO, Offer Documents as so corrected, amended or supplemented to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to such documents being filed their filing with the SEC or disseminated dissemination to holders stockholders of Sharesthe Company. Parent and the Purchaser shall agree to provide the Company and its counsel with any comments that Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments andcomments. (c) Subject to the terms and conditions of the Offer, subject to providing the Company Purchaser will accept for payment all Shares validly tendered (and its counsel not properly withdrawn in accordance with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents) prior to the date the Offer expires (the "Expiration Date") promptly after the occurrence of the Expiration Date; --------------- provided that Purchaser shall accept and pay for all Shares which have been -------- validly tendered and not withdrawn prior to the Initial Expiration Date promptly after the Initial Expiration Date. Purchaser shall pay for Shares which have been 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 applicable rules and regulations of the SEC and the terms of this Agreement, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 8.1 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingexisting, Purchaser the Merger Sub shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s the Merger Sub's intention to commence the Offer. The obligation of Purchaser the Merger Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “"Minimum Condition”") that at least the number of Shares that that, when added to the Shares already owned by Acquiror, shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any outstanding options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer, which shall be 20 business days after the date the Offer is commenced, and (ii) also shall be subject to the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser The Merger Sub expressly reserves 5 the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) which decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) which reduces the maximum minimum number of Shares to be purchased in the OfferOffer or, (v) which amends or imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shallSubject to the terms and conditions of the Offer (including, and Parent without limitation, the Minimum Condition), the Merger Sub shall cause Purchaser topay, pay as soon as practicable after it is legally permitted to do so under applicable law after expiration of the Offer, for all Shares validly tendered and not withdrawn; provided, however, that if, immediately prior to the expiration date of the Offer, the Shares tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject , when added to the applicable rules of the SEC and the terms and conditions of the OfferShares already owned by Acquiror, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not equal less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on Shares, the Merger Sub may extend the Offer one time for a Fully Diluted Basis. If the payment equal period not to exceed 20 business days, notwithstanding that all conditions 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 Offer are satisfied as of the Company, it shall be a condition such expiration date 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingAgreement, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to date hereof, Sub shall, and Parent shall cause Sub to, commence the Offer. The Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the SEC); provided, however, that the obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be is subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). Purchaser The initial expiration date of the Offer (the EXPIRATION DATE) shall be the 20th business day following the commencement of the Offer (determined pursuant to Rules 14d-1 and 14d-2 promulgated by the SEC). Sub 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 modify the terms and conditions of the Offer; provided, howeverexcept that, that unless previously approved by without the Company in writing no change may be made that prior written consent of the Company, Sub shall not (i) amends or waives reduce the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares shares of Company Common Stock sought to be purchased in the Offer, (vii) imposes conditions reduce the Offer Price, (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the Offer in addition to those conditions set forth in Annex A hereto1, (v) except as provided in the next sentence, extend the Offer, (vi) amends change the conditions to the Offer set forth form of consideration payable in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viiivii) makes amend any other change condition of the Offer in any manner adverse to the Company's stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any of the terms and conditions to Sub's obligation to purchase shares of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the OfferCompany Common Stock are not satisfied, until such time as either (A) all of the such conditions to the Offer have been are satisfied or waived or waived, (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, interpretation, position or interpretation request of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or of the NASDAQ, applicable to the Offer and (C) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC). Without limiting the right of Sub to extend the Offer. The Per Share Amount , in the event that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, Sub shall, subject only and Parent shall cause Sub to, extend the Expiration Date of the Offer in increments of five business days each until the earliest to applicable withholding occur of taxes(v) the date that is 15 days after the initial Expiration Date, be net (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the seller Offer is not capable of being satisfied on or prior to the date specified in cashSection 9.1(b)(ii)(B), upon provided that such inability to satisfy such condition is not due to any failure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the date specified in Section 9.1(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. On the terms and subject to the conditions of the Offer. Purchaser Offer and this Agreement, Sub shall, and Parent shall cause Purchaser Sub to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares accept for payment pursuant shares of Company Common Stock tendered as soon as it is legally permitted to the Offer. Notwithstanding the immediately preceding sentence and subject to the do so under applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the OfferLaw. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Sub shall, and Parent shall cause Purchaser to (i) Sub to, 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the a related letter of transmittal and any related summary advertisement (such Schedule TO and the Schedule TO, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the “Offer Documents”OFFER DOCUMENTS). The Company shall promptly furnish to Parent cooperate fully in the preparation of the Offer Documents and Purchaser in writing all information concerning the Company that may and its counsel shall be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or given a reasonable opportunity to review the Offer DocumentsDocuments before they are filed with the SEC. Each of Parent, Purchaser Sub and the Company agrees to shall promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Purchaser further agree to Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TO, Offer Documents as so corrected, amended or supplemented to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable U.S. federal Federal securities LawsLaw. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser Sub shall provide the Company and its counsel in writing with any comments that Parent, Purchaser Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject comments. (c) Parent and Sub shall timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to providing the Company Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes and its counsel with a reasonable opportunity shall disseminate to participate the Company's stockholders via the Offer Documents the information set forth in the response of Parent or Purchaser, shall respond to any such comments from registration statement to the SEC regarding extent and within the Offer Documentstime period required by Chapter 80B of the Minnesota Statutes.

The Offer. (a) 2.1. The Offer. --------- 2.1.1. Provided that (i) this Agreement shall not have been terminated in accordance with Section 9.01 10.1, and that (ii) none of the events set ------------ forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingexisting, Purchaser upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the Offer issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as promptly as reasonably practicable after defined in the date hereofrecitals hereto, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the "Offer"). The obligation of Purchaser Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority seventy-five percent (75%) of the then outstanding Shares (on a Fully Diluted Basis fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser hereto shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shallSubject to the terms and conditions of the Offer (including, and Parent shall cause Purchaser towithout limitation, pay for all Shares validly tendered and not withdrawn the Minimum Condition), as promptly as practicable 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 expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares solely in order to comply in whole Company shall deliver, or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is cause 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 Companydelivered, 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 each Person who has validly tendered (and not withdrawn) Shares pursuant to the registered holder Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the certificate surrenderedconditions set forth in Annex --------- ----- A shall not have been satisfied, or shall have established the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the reasonable satisfaction of Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by conditions set forth herein, concurrently with the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent the Company shall cause Purchaser to (i) file with the SEC a an Issuer Tender Offer Statement on Schedule TO 13E-4 (together with all amendments and supplements thereto, the “"Schedule TO”13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (ii) cause collectively, the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act"Transactions"). The Schedule TO 13E-4 and the Schedule ------------ 13E-3 shall contain contain, or shall incorporate by reference reference, an offer to purchase (the “"Offer to Purchase”") and forms of the related letter of transmittal and transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule TO13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents that which shall have become false or misleading in any material respectmisleading, and Parent each of the Company and Purchaser further agree to TNF shall take all steps actions necessary to cause the Schedule TO13E-4 and the Schedule 13E-3, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentslaws.

The Offer. (a) Provided that that: (x) this Agreement shall not have been terminated in accordance with Section 9.01 ‎Article V and that none of (y) the events set forth in clauses (a) through (i) of Annex A hereto Company shall have occurred or be continuingcomplied with its obligations under ‎Section 1.3, Purchaser shall commence the Offer as promptly as reasonably practicable after practicable, and in any event within 10 days of the date hereofof this Agreement, but in no event later than five Parent shall commence (5) business days after within the initial public announcement meaning of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) following the commencement Offer. The obligations of Parent to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to the terms and conditions of this Agreement, including (i) the satisfaction of the Minimum Condition (as defined in ‎Exhibit A hereto) and (ii) the satisfaction or waiver by Parent of each of the other conditions set forth in ‎Exhibit A hereto (together with the Minimum Condition, the “Offer Conditions”). Parent expressly reserves the right to (A) increase the Offer Price, (B) waive any Offer Condition (other than the Minimum Condition, if the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition) or (C) modify any of the other terms or conditions of the Offer not inconsistent with the terms of this Agreement, except that, without the consent of the Company, Parent shall not (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding cash consideration), (3) reduce the number of Shares sought in the Offer or (4) add to the Offer Conditions, (5) amend or modify any of the Offer Conditions in a manner that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of Parent to consummate the Offer, or (6) change or waive the Minimum Condition, if the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition, (7) extend or otherwise change the Expiration Date in a manner other than as required or permitted by Section 1.1(b) of this Agreement or (8) provide any “subsequent offering period” within the meaning of Rule 14d-2 14d-11 promulgated under the Exchange Act. For the avoidance of doubt, the Company will procure that no Share held in the treasury of the Company or any of its Subsidiaries immediately prior to the Acceptance Time (collectively, “Excluded Shares”) will be tendered pursuant to the Offer. (b) The Offer shall expire at one minute after 11:59 p.m. Eastern Time on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer, unless otherwise agreed to in writing by Parent and the Company (such date or such subsequent date to which the expiration of the Offer (is extended in accordance with the terms of this Agreement, the “Initial Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under ‎Section 5.1: (i) if, at as of the Initial then-scheduled Expiration Date Date, any Offer Condition has not been satisfied or waived, Parent may, in its discretion (and without the consent of the Company or any subsequent scheduled expiration other Person), extend the Offer on one or more occasions, for an additional period of the Offerup to 10 Business Days per extension, any of the conditions to Purchaser’s obligation permit such Offer Condition to accept for payment Shares, shall not be satisfied or waived or satisfied; (ii) Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “SEC”), ) or the staff thereof or the rules of the NASDAQ, Nasdaq Global Market (“Nasdaq”) applicable to the Offer. The Per Share Amount shall; and (iii) if, subject only at the then-scheduled expiration time of the Offer, the Company brings or shall have brought any action in accordance with ‎Section 6.10 to applicable withholding enforce specifically the performance of taxes, be net to the seller in cash, upon the terms and subject provisions of this Agreement by Parent, the Expiration Date shall be extended (x) for the period during which such action is pending or (y) by such other time period established by the court presiding over such action, as the case may be; provided, however, that in no event shall Parent be required to extend the Offer beyond the earliest to occur of (x) the valid termination of this Agreement in compliance with ‎Article V, and (y) the first day immediately following October 31, 2023 (the “Outside Date”). (c) Subject to the terms and conditions of this Agreement, including the Offer. Purchaser shallsatisfaction or waiver of all of the Offer Conditions, Parent will irrevocably accept for payment (the time of such acceptance, the “Acceptance Time”) and Parent shall cause Purchaser to, thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, Expiration Date in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended‎Section 1.6(a), and provided, that with respect to Shares tendered pursuant to guaranteed delivery procedures that have not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount yet been delivered 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 settlement 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offerguarantee, Parent shall cause Purchaser be under no obligation to (i) file with make any payment for such Shares unless and until such Shares are delivered in settlement or satisfaction of such guarantee. Without limiting the SEC generality of the foregoing, Parent shall provide on a Tender Offer Statement on Schedule TO (together with timely basis the funds that are necessary to pay for any and all amendments and supplements thereto, the “Schedule TO”) with respect Shares that Parent becomes obligated to purchase pursuant to the Offer and (ii) cause this Agreement. For the avoidance of doubt, Parent shall not accept for payment or pay for any Shares if, as a result, Parent would acquire less than the number of Shares necessary to satisfy the Minimum Condition. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer Documents shall be paid, without interest, net to be disseminated the holder thereof in cash, subject to all holders of any withholding Taxes payable in respect thereof pursuant to applicable Law and ‎Section 1.7. Subject to the Company Shareholder Approval, the Company shall register Parent, or if Shares are held by a nominee, such nominee in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms share register of the related letter Company as shareholder with voting rights with respect to any Shares irrevocably accepted for payment effective as soon as reasonably practicable after the Acceptance Time; provided that Parent shall have paid for such Shares concurrently with the transfer of transmittal such Shares. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time occurring on or after the date hereof and prior to the Acceptance Time, any related summary advertisement change in the outstanding equity interests of the Company shall occur as a result of any reorganization, reclassification, recapitalization, stock split (the Schedule TOincluding a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Shares) with a record date during such period, the Offer Price will be equitably adjusted to Purchase reflect such change and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as provide the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case Share the same economic effect as and to the extent required contemplated by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents this Agreement prior to such documents being filed with the SEC or disseminated event; provided, that nothing in this ‎Section 1.1(d) shall be construed to holders of Shares. Parent and Purchaser shall provide permit the Company and its counsel with to take any comments that Parent, Purchaser or their counsel may receive from such action without the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response consent of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsif required under ‎Section 4.2.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and nothing shall have occurred that none would result in a failure to satisfy any of the events conditions set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuinghereto, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event not later than five (5) business days after the initial public announcement of Purchaser’s intention the execution of this Agreement, Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to commence herein as the "Exchange Act")) a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of Company Common Stock for $11.00 per share (such amount, or any greater amount per share paid pursuant to the Offer, the "Per Share Amount"), net to the seller in cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign tax laws and regulations. The obligation of Purchaser Sub to consummate the Offer and to accept for payment Shares and to pay for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis there shall have been validly tendered and not withdrawn withdrawn, in accordance with the terms of the Offer and prior to the expiration date of the Offer Offer, a number of shares of Company Common Stock that represents (together with any shares of Common Stock purchased by Sub under the Stock Option Agreement) at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), and (ii) the satisfaction of each of the other conditions set forth in Annex A heretohereto (together with the Minimum Condition, the "Offer Conditions"). Purchaser Sub expressly reserves the right to waive the Minimum Condition or any such condition, to increase of the price per Share payable in the Offer, other Offer Conditions and to make any other changes in the terms and conditions of the OfferOffer (other than extending the Offer except as expressly provided below in this Section 1.01(a)); provided, however, that unless previously approved by that, without the Company in writing prior written consent of the Company, no change may be made that which (i) amends or waives the Minimum Condition, (ii) decreases the price per Per Share payable Amount or the number of shares of Company Common Stock sought in the Offer, (iiiii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (viii) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (viiv) amends the conditions to the any Offer set forth in Annex A so as to broaden the scope of such conditions to the OfferCondition, (viiv) extends, except as provided for below, extends the Offer or (viiivi) makes any other change to any of the terms and conditions of the Offer that is materially adverse to the holders of Sharesshares of Company Common Stock. Notwithstanding anything to the foregoing, Purchaser shall from time to timecontrary in this Agreement, (i) Sub may, in its sole discretion and without the consent of the Company, (A) extend the Offer, until such at any time as either (A) all of the conditions up to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01Outside Termination Date, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”)each, if, at the Initial Expiration Date or any subsequent then scheduled expiration date of the Offer, any Offer Condition has not been satisfied; (B) extend the Offer at any time (but on not more than one occasion) for a period of not more than 10 business days, if at that time the number of shares of Company Common Stock duly tendered pursuant to the Offer and not subsequently withdrawn represents less than 90% of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived shares of Company Common Stock then outstanding; or (iiC) extend the Offer for any period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “"SEC”), ") or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) 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 and (ii) cause if at any scheduled expiration date of the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under any Offer Condition has not been satisfied or waived by Sub, at the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms written request of the related letter Company delivered no later than the scheduled expiration date of transmittal the Offer, Sub shall, and any related summary advertisement (the Schedule TOshall continue to, extend the Offer from time to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws time for one or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents.more

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 8.1, Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the fifth (5th) Business Day from and including the date of initial public announcement of this Agreement). The obligation of Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clauses (av)(a) through or (iv)(b) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or be continuingSub in their sole discretion), Purchaser shall commence and the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser Sub to accept for payment payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Sub may not waive the condition in clause (i) the condition of Annex A (the “Minimum Condition”) that at least or the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and condition in clause (ii) the satisfaction or (iii) of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such conditionA, to increase the price per Share payable and no change in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change Offer may be made that which (i) amends or waives the Minimum Condition, (ii) decreases the price per Share Offer Price payable in the Offer, (iiiii) changes the form of consideration to be paid in the Offer, (iviii) reduces the maximum number of Shares to be purchased in the OfferOffer or the minimum number of Shares contemplated by the Minimum Condition, (viv) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends hereto or which otherwise modifies the conditions to the Offer set forth in such Annex A so as to broaden or (v) amends any other term of the scope of such conditions Offer in a manner adverse to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change holders of Shares. Subject to any of the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, purchase and pay for all Shares validly tendered and not withdrawn pursuant to the Offer 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 without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i) and (j). Parent shall provide or cause to be provided to Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that 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 adverse twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the holders Exchange Act). Sub may, without the consent of Shares. Notwithstanding the foregoing, Purchaser shall from time to timeCompany, (i) extend the OfferOffer on one or more occasions for any period not exceeding ten (10) Business Days for any extension, if on any then-scheduled expiration date of the Offer any of the events set forth in Annex A shall have occurred and be continuing, until such time as either (A) all of the conditions to the Offer have been satisfied such event or waived or (B) this Agreement is terminated pursuant to Section 9.01events shall no longer exist, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shallIf, subject only at the Initial Expiration Time or subsequent expiration time related to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions an extension of the Offer. Purchaser , including an extension pursuant to this sentence, any of the conditions to the obligation of 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, Sub shall, and Parent shall cause Purchaser Sub to, pay extend the Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided that the Company shall not be entitled to so request such an extension if any of the conditions set forth in clause (v)(b) or (v)(c) of Annex A have not then been satisfied or waived in accordance with this Agreement (other than any such conditions that are not so satisfied or waived under circumstances in which the breach or breaches preventing such conditions from being satisfied may, by their nature, be cured by the Company through the exercise of its reasonable efforts for a period not greater than thirty (30) days, in which case the Company may (if all other conditions set forth in clause (v)(b) or (v)(c) of Annex A are satisfied) request one or more extensions of the Offer pursuant to this sentence for up to thirty (30) days in the aggregate). 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 as promptly as practicable following withdrawn, together with the acceptance Shares, if any, held by Parent and Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Sub, each a “Parent Company”), constitute less than the number of Shares for payment required to consummate the Merger pursuant to Section 2.10 (assuming the Offer. Notwithstanding exercise of the immediately preceding sentence and subject to Top-Up Option in full), then, upon the applicable rules of the SEC and the terms and conditions expiration time of the Offer, Purchaser expressly reserves Sub may (and if the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser mayCompany so requests Sub shall, and the Offer Documents (as defined belowParent shall cause Sub to) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of provide a subsequent offering period under (a “Subsequent Offering Period”) in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tenderedand, in accordance with the terms of the Offer, prior if applicable and to the expiration of the Offer (as so extended)extent permitted under such Rule 14d-11, and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 thereafter extend 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offersubsequent offering period. (bd) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent and Sub shall cause Purchaser to (i) 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 all any amendments and supplements thereto, the “Schedule TOOffer Documents”) ). The Offer Documents will comply in all material respects with respect to the Offer applicable provisions of the Exchange Act. Parent and (ii) Sub shall cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable federal securities Laws or reasonably requested by Laws. Parent for inclusion in and Sub, on the Schedule TO or the Offer Documents. Each of Parentone hand, Purchaser and the Company agrees Company, on the other hand, agree to promptly correct promptly any information provided by it for use in the Offer Documents that if it shall have become false or misleading in any material respect, and Parent and Purchaser respect or as otherwise required by applicable Law. Sub further agree agrees to take all steps necessary to cause the Schedule TO, Offer Documents 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, in each case Shares as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to such documents being before they are filed with the SEC or disseminated to holders of Shares. , and Parent and Purchaser Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Sub agree to provide the Company and its counsel with any comments or communications, whether written or oral, that Parent, Purchaser 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 Sub’s, as the case may be, receipt of such comments andor communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, subject and Parent and Sub shall give due consideration to providing all reasonable additions, deletions or changes suggested thereto by the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentscounsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance The Primary Borrower, Fincx 0 xnd Bidco each undertake with Section 9.01 and that none each of the events set forth in clauses Finance Parties that it shall (a) through or shall procure that Bidco shall, as applicable): (i) until the earlier of Annex A hereto shall have occurred the date the Offer lapses or be continuingis finally closed, Purchaser shall commence comply in all material respects with the Code, the Financial Services Act 0000 xxx the Act and all other applicable laws and regulations relevant in the context of the Offer; (ii) provide the Facility Agent with such information regarding the progress of the Offer as it may reasonably request and, provided no breach of the Code would result, all material written advice given to it in respect of the Offer; 58 - 00 - (xxx) not declare the Offer unconditional at a level of acceptances below that required by Rule 10 of the Code; (iv) ensure that at no time shall circumstances arise whereby a mandatory offer is required to be made by the terms of Rule 9 of the Code in respect of the Target Shares; (v) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), waive, amend or agree or decide not to enforce, in whole or in part, the conditions of the Offer set out in paragraphs (c) (Referral) or (b) (Coalco Disposal Agreement) of Appendix 1 to the Press Release; (vi) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), such consent not to be unreasonably withheld or delayed, waive, amend (but not including extending the Offer period, which shall be at the Primary Borrower's discretion provided that the Offer is closed within the period required by clause 10.4(f) below) or agree or decide not to invoke, in whole or in part, in any material respect, any of the other material conditions of the Offer (and the Primary Borrower, Fincx 0 xnd Bidco acknowledge that the total Indebtedness of the Target Group requiring to be refinanced, and the amount of any contingent liabilities of the Target Group which would or might crystallise upon the Offer becoming unconditional, are material), provided that the Primary Borrower, Fincx 0 xnd Bidco shall not be in breach of this clause (vi) if they fail to invoke a condition of the Offer because the Takeover Panel has directed that they may not do so. (b) Each of the Primary Borrower, Fincx 0 xnd Bidco acknowledges and confirms to the Finance Parties that if any event or circumstance occurs which under the conditions of the Offer may entitle Bidco to lapse the Offer, Bidco will promptly as reasonably practicable after notify the date hereofFacility Agent and if in the reasonable opinion of the Majority Banks such event or circumstance would have a material and adverse affect on the ability of the Borrowers to comply with their material obligations under this Agreement (or the adequacy of the facilities available for refinancing indebtedness or other liabilities of the Target Group) and the Facility Agent acting on the instructions of the Majority Banks so requests, but in no event later than five (5) business days after Bidco will promptly seek the initial public announcement consent of Purchaser’s intention the Takeover Panel to commence lapse the Offer. The obligation of Purchaser If the Takeover Panel consents to accept for payment Shares tendered pursuant to Bidco's lapsing the Offer in the light of such event or circumstance, Bidco shall be subject to then lapse the Offer promptly. (c) Each of the Primary Borrower, Fincx 0 xnd Bidco shall keep the Arrangers informed and consult with them as to: (i) the condition (the “Minimum Condition”) that at least the number terms of Shares that shall constitute a majority any undertaking or assurance proposed to be given by it, any of its Affiliates or any member of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior Target Group to the expiration Director General, the Director General of Gas Supply or the Offer Secretary of State for Trade and Industry in connection with the Offer; (ii) the satisfaction terms of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change modification to any of the Licences proposed in connection with the Offer; (iii) any terms and conditions proposed in connection with any authorisation or determination necessary or appropriate in connection with the Offer; of the Offer that is adverse to as a result of the holders non-satisfaction of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all whichever of the conditions in Appendix 1 to the Press Release is relevant, provided that Bidco will not be obliged to lapse the Offer have been satisfied as a result of any proposed modifications of any Licence or waived any proposed undertakings or (B) this Agreement is terminated pursuant to Section 9.01assurances from the Primary Borrower, for one Fincx 0, Bidco or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) any member of the Offer Target Group to be given to the Director General to the extent that such modifications, undertakings or assurances (as the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (iicase may be) extend the Offer for any period are no more onerous than those set out and required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (Director General from Pacificorp and/or the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, Target Group in accordance with the terms of the Monopolies and Mergers Commission Report dated 19 December 1997 into the original Pacificorp offer for the Target. If the Takeover Panel gives a confirmation substantially in those terms, Bidco shall at the earliest opportunity declare the Offer lapsed by reason of the non- fulfilment of such condition(s). (d) Each of the Primary Borrower, Fincx 0 xnd Bidco acknowledges and confirms to the Finance Parties that the Offer, prior or an accompanying circular to shareholders of the Target, should also contain a super class one resolution to be passed by the shareholders of the Target, seeking approval of the completion of the Coalco Disposal Agreement with effect on and from the Unconditional Date. Where the context permits, all references in this Agreement (and in the Offer) to the expiration Offer being accepted and/or becoming unconditional shall be construed to include such approval being granted. (e) Each of the Primary Borrower, Fincx 0 xnd Bidco undertakes to the Finance Parties that within 15 days of the date on which acceptances of the Offer (as so extended), and are received from holders of not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least less than 90% of the then outstanding Target Shares on to which the Offer relates, Bidco shall procure that a Fully Diluted Basis. If the payment equal director of Bidco issues a statutory declaration pursuant 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 section 429(4) of the CompanyCompanies Act 0000, 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 xxves notice to all transfer and other taxes required by reason remaining holders of the payment Target Shares that it intends to acquire their shares pursuant to section 429 of the Per Share Amount to a person other than the registered holder of the certificate surrenderedCompanies Act 0000, or xxd Bidco shall have established to the reasonable satisfaction of Purchaser that subsequently purchase all such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offershares. (bf) As promptly as reasonably practicable on Each of the Primary Borrower, Fincx 0 xnd Bidco undertakes to the Finance Parties that Bidco shall in any event give notice to close the Offer no later than 120 days after the date of commencement of this Agreement, unless the Offer, Parent shall cause Purchaser Arrangers agree in their absolute discretion to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and extend such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsperiod.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 9.01 7.1 and that (ii) none of the events set forth in clauses (a) through (i) of Annex A I hereto that would entitle the Buyer not to consummate the Offer shall have occurred or and be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable after practicable, the date hereof, but in no Buyer shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and all of the Company Shares. In the event later than five (5) business days after that the initial public announcement Buyer shall cause a Subsidiary of Purchaser’s intention the Buyer to commence the Offer, each reference to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. The obligation of Purchaser to accept for payment Shares tendered Each Company Share accepted by the Buyer pursuant to the Offer shall be exchanged for the right to receive the Offer Price from the Buyer. The obligation of the Buyer to accept for payment and to pay for any Company Shares tendered shall be subject only to the satisfaction or waiver of: (i) the condition (that there shall be validly tendered in accordance with the “Minimum Condition”) that at least the number of Shares that shall constitute a majority terms of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered Offer prior to the Expiration Time and not withdrawn prior to a number of Company Shares that, together with the expiration Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Offer Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser I. The Buyer expressly reserves the right to increase the Offer Price, to waive any such condition, of the conditions to increase the price per Share payable in the Offer, and Offer or to make any other changes in the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that that, unless previously approved by the Company in writing writing, no change may be made that that: (i) amends or waives the Minimum Condition, (ii1) decreases the price per Share payable in the Offer, Offer Price; (iii2) changes the form or combination of consideration to be paid in the Offer, ; (iv3) reduces the maximum number of Company Shares to be purchased in the Offer, ; (v4) imposes amends the conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as I to broaden the scope of such conditions conditions, add any additional conditions, or otherwise amend any other material term of the Offer in a manner materially adverse to the Company Shareholders; (5) extends the Offer, (vii) extends, except as provided for below, in Section 1.1(b) or in the Offer next sentence; or (viii6) makes any other change to any of amends the terms and conditions of Minimum Condition, except as provided in the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offernext sentence. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 Buyer expressly reserves the right to delay payment for amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares solely in order required to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, tendered in accordance with the terms of the Offer, prior to PROVIDED that the expiration of Buyer shall extend the Offer (as so extended), and for a period of not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is to be made to a person other fewer 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly 10 Business Days after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsamendment or waiver.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses Section (a) through (i) of Annex A attached hereto and made a part hereof ("Annex A") shall have occurred or be continuingexisting (and shall not have been waived by Acquisition), Purchaser Acquisition shall commence (within the meaning of Rule 14d-2 of the Exchange Act as defined in Section 3.4(a)) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offerexecution of this Agreement. The obligation of Purchaser Acquisition to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction of the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least a majority of the then outstanding Shares on a fully diluted basis (the "Minimum Condition") and (ii) to the satisfaction of each or waiver by Acquisition of the other conditions set forth in Annex A heretoA. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered to Acquisition pursuant to the Offer. Purchaser Acquisition expressly reserves the right to waive any of such conditionconditions (other than the Minimum Condition), to increase the price per Share payable in the Offer, Offer and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives without the Minimum Condition, (ii) prior written consent of the Company which decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) changes the form of consideration to be paid in the Offer, modifies or amends any of the conditions set forth in Annex A, imposes conditions to the Offer in addition to those the conditions set forth in Annex A heretoA, (vi) amends waives the conditions to the Offer set forth Minimum Condition or makes other changes in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is are in any manner adverse to the holders of SharesShares or, except as provided below, extends the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A as of any expiration date of the Offer, Acquisition will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable law. Notwithstanding the foregoing, Purchaser shall from time to timeAcquisition may, without the consent of the Company, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the date of commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”)Offer, if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s Acquisition's obligation to accept for payment Shares, and to pay for the Shares shall not be satisfied or or, to the extent permitted by this Agreement, waived or (ii) extend the Offer for any period required by any rule, regulation, position regulation or interpretation of the Securities and Exchange Commission (the “"SEC”), ") or the staff thereof applicable to the Offer, other than Rule 14e-5 promulgated under the Exchange Act. Unless the Company advises Acquisition that it does not wish Acquisition to extend the Offer, Acquisition shall extend the Offer from time to time until the earlier of (A) the date that is 30 days after the date on which any applicable waiting period under the HSR Act (as defined in Section 4.4) shall have expired or been terminated and (B) the Outside Date (as defined in Section 8.1), in the event that, at the then-scheduled expiration date, all of the NASDAQconditions of the Offer set forth in Annex A have not been satisfied or waived as permitted by this Agreement. Any extension of the Offer pursuant to the preceding sentence or pursuant to clause (i) of the second preceding sentence of this Section 1.1 shall not exceed the lesser of ten business days or such fewer number of days that Acquisition reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A to be satisfied. Acquisition shall provide a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) of not less than three business days following its acceptance for payment of Shares in the Offer. On or prior to the dates that Acquisition becomes obligated to accept for payment and pay for Shares pursuant to the Offer, applicable Parent shall provide or cause to be provided to Acquisition the funds necessary to pay for all Shares that Acquisition becomes so obligated to accept for payment and pay for pursuant to the Offer. The Per Share Amount Offer Price shall, subject only to applicable any required withholding of taxesTaxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on On the date of the commencement of the Offer, Parent Acquisition shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActOffer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement all other ancillary Offer documents (the Schedule TO, the Offer to Purchase and such other documentscollectively, together with all amendments and supplements and amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning Acquisition shall cause the Company that may Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities Laws or reasonably requested by laws. Parent for inclusion in and Acquisition, on the Schedule TO or the Offer Documents. Each of Parentone hand, Purchaser and the Company agrees to Company, on the other hand, will promptly correct promptly 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 Parent and Purchaser further agree to take all steps necessary to Acquisition will cause the Schedule TO, Offer Documents 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 the Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents prior to such documents being Schedule TO before it is filed with the SEC or disseminated to holders of SharesSEC. In addition, Parent and Purchaser shall Acquisition agree to provide the Company and its counsel with any comments comments, whether written or oral, that Parent, Purchaser Parent or Acquisition or either of their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents Schedule TO promptly after the receipt of such comments and, subject and to providing consult with the Company and its counsel with a reasonable opportunity prior to participate in the response of Parent or Purchaser, shall respond responding to any such comments from the SEC regarding the Offer Documentscomments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 8.1 and that none of the events set forth in clauses paragraphs (a), (b), (c) through or (id) of Annex A hereto I shall have occurred or and be continuingcontinuing and shall be likely to be continuing as of the End Date (as defined in Section 8.1(b)(iii)), Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but of this Agreement (and in no any event not later than five the date on which the Company files a Schedule 13E-3 with the SEC (5as defined in Section 1.1(f)) business days after pursuant to Regulation M-A under the initial public announcement Securities Exchange Act of Purchaser’s intention 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)), the Buyer shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to commence purchase for cash all outstanding shares of Common Stock that are not already owned by Danisco and its subsidiaries, at the OfferOffer Price. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that there shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been be validly tendered in the Offer and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with the 25,000,000 shares of Common Stock beneficially owned by Danisco and its subsidiaries as of the date hereof, and the 25,000,000 shares of Common Stock beneficially owned by (A) all shares of Common Stock held by Danisco and its affiliates, (B) all shares of Common Stock held by Exxxxxx and its affiliates, and (iiC) all shares of Common Stock held by each Person who is an officer or director of the satisfaction Company or any Company Subsidiary (as defined in Section 3.2) or who is an affiliate of each any such officer or director (the “Majority of the Minority Condition”), and (iii) the other conditions set forth in Annex A hereto. Purchaser expressly reserves I. (b) The Offer shall be made by means of an offer to purchase (the right “Offer to waive any such conditionPurchase”) that contains the terms set forth in this Agreement, to increase the price per Share Minimum Condition, the Majority of the Minority Condition and the other conditions set forth in Annex I. (c) The Buyer shall not decrease the Offer Price, change the form of consideration payable in the Offer, and to make any other changes decrease the number of shares of Common Stock sought in the terms and Offer, waive the Majority of the Minority Condition, impose additional conditions to the Offer or (except as expressly permitted in this Section 1.1) extend or otherwise change the expiration date of the Offer, and shall not amend or supplement any condition to or provision of the Offer, in each case without the prior written consent of the Company; provided, however, that unless previously approved by (w) the covenants of Exxxxxx and Danisco in the Stock Purchase Agreement to sell and to purchase, respectively, shares of capital stock of the Company in writing no change may shall not be made that (i) amends or waives deemed to require consent of the Minimum ConditionCompany hereunder, (iix) decreases if on any scheduled expiration date of the price per Share payable Offer (as such date may have been extended in the Offeraccordance with this Agreement), (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes all conditions to the Offer shall not have been satisfied or waived, the Buyer may (by written notice delivered to the Company), from time to time, in addition its sole discretion, extend the expiration date of the Offer for successive periods of up to those set forth in Annex A hereto10 business days up to (but not beyond) the End Date, (viy) amends if on any scheduled expiration date of the Offer (as such date may have been extended in accordance with this Agreement) all conditions to the Offer shall not have been satisfied or waived the Company may (by written notice delivered to the Buyer), from time to time in its sole discretion, require the Buyer to extend the expiration date of the Offer for successive periods of up to 10 business days up to (but not beyond) the End Date, and, if the Company so requires the Buyer to extend the expiration date of the Offer, the Buyer shall extend the expiration date of the Offer for the requested period, and (z) the Buyer may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. (d) The Buyer may increase the Offer Price and extend the Offer to the extent required by law in connection with such increase, in each case in its sole discretion and without the Company’s consent. The Buyer shall not terminate the Offer prior to any scheduled expiration date (as such date may be extended or required to be extended) without the written consent of the Company except in the event that Danisco validly terminates this Agreement pursuant to Section 8.1. (e) Subject to the prior satisfaction of the Majority of the Minority Condition and the satisfaction or waiver by Danisco or the Buyer of the Minimum Condition and the other conditions to the Offer set forth in Annex A I, the Buyer shall consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock tendered pursuant to the Offer as soon as practicable after the Buyer is legally permitted to do so as to broaden under applicable law; provided, however, that the scope initial expiration date of such conditions the Offer (and the first date upon which the Buyer may accept for payment shares of Common Stock tendered pursuant to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(314d-1(g) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of following the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration commencement of the Offer, any of . (f) As soon as practicable on the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend date the Offer for any period required by any ruleis commenced, regulation, position or interpretation of (i) Danisco and the Buyer shall file with the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated Regulation M-A under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended“Regulation M-A”), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the “Schedule TO”) ), and a Schedule 13E-3 (together with respect to all amendments, supplements and exhibits thereto, the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act“Buyer Schedule 13E-3”). The Schedule TO shall contain or shall incorporate by reference an offer to purchase (include the “summary term sheet required under Regulation M-A and, as exhibits, the Offer to Purchase”) Purchase and forms a form of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Buyer Schedule 13E-3, Offer to Purchase and such other documentsform of letter of transmittal and summary advertisement referred to above, together with all any amendments and supplements and amendments thereto, being referred to herein collectively in this Agreement as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser Danisco and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further Buyer agree to take all steps necessary to cause the Schedule TO, as so corrected, Offer Documents to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of SharesCommon Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws and regulations. Parent Each of Danisco and Purchaser the Buyer, 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 required by law. Danisco and the Buyer further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of Common Stock, in each case as and to the extent required by applicable laws and regulations. The Company and its counsel (and the Special Committee and its counsel) shall be given a reasonable opportunity to review the Offer Documents before they are filed with the SEC, and Danisco and the Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel a reasonable opportunity (or the Special Committee and its counsel). In addition, Danisco and the Buyer agree to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel (and the Special Committee and its counsel) in writing with any comments comments, whether written or oral, that ParentDanisco, Purchaser the Buyer or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Danisco’s or the Buyer’s, as the case may be, receipt of such comments andcomments, subject and any written or oral responses thereto. The Company and its counsel (and the Special Committee and its counsel) shall be given a reasonable advance opportunity to providing review any such written responses and Danisco and the Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel with a reasonable opportunity (and the Special Committee and its counsel). (g) If the Offer is terminated by the Buyer, or this Agreement is terminated prior to participate the purchase of shares of Common Stock in the response Offer, Danisco and the Buyer shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent Danisco or Purchaserthe Buyer, to return promptly all tendered shares of Common Stock to the registered holders thereof. (h) The Offer Price shall respond be adjusted appropriately to reflect the effect of any such comments from stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the SEC regarding date hereof and prior to the Offer DocumentsBuyer’s acceptance for payment of, and payment for, shares pursuant to the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 8.1 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuing, Purchaser Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) ten business days after the initial public announcement date of Purchaser’s intention to commence the Offerthis Agreement. The obligation of Purchaser Merger Sub to accept for payment Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser Merger Sub expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by that, without the Company in writing prior written consent of the Company, (y) the Minimum Condition may not be waived and (z) no change may be made that (i) amends or waives the Minimum Condition, (iiA) decreases the price per Share payable in the Offer, (iiiB) changes the form of consideration to be paid payable in the Offer, (ivC) reduces the maximum number of Shares to be purchased in the Offer, (vD) amends any term of the Offer in any manner adverse to holders of the Shares, (E) imposes conditions to the Offer in addition to those not set forth in Annex A hereto, (vi) hereto or amends any of the conditions to the Offer set forth in Annex A so hereto in any manner adverse to any holder of Shares or (F) except as to broaden otherwise provided in this Section 1.1(a), extends the scope term of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, Merger Sub may (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) 10 business days each beyond the scheduled expiration date, which initially shall be 20 30 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to PurchaserMerger Sub’s obligation to accept for payment Shares, Shares shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position regulation or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQthereof, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent Merger Sub shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 Merger Sub expressly reserves the right to delay payment for Shares solely in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c14e-1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, Merger Sub may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn withdrawn, a number of Shares which, together with Shares then owned by Parent and PurchaserMerger Sub, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is to be made to a person Person other than the person 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 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 Person other than the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Purchaser Merger Sub that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary of its Subsidiaries shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent Merger Sub shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActOffer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Each of Parent and Purchaser in writing Merger Sub shall take all information concerning actions necessary to cause the Company that may Offer Documents to be disseminated to holders of Shares, as and to the extent required by applicable U.S. federal securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer DocumentsLaws. Each of Parent, Purchaser Merger Sub and the Company agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Purchaser Merger Sub further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser Merger Sub shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser Merger Sub shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments that Parent, Purchaser Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments andcomments, subject shall consult with the Company and its counsel prior to providing responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto by Parent, Merger Sub or their counsel. Parent and Merger Sub agree to use their reasonable opportunity best efforts to participate in the response of Parent or Purchaser, shall respond promptly to any such comments from the SEC regarding or its staff with respect any comments received from them relating to the Offer Documents. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any and all Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. (d) Upon the expiration of the Offer, 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 and pay for, as promptly as practicable, all Shares validly tendered and not properly withdrawn pursuant to the Offer.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would --------- result in accordance with Section 9.01 and that none a failure to satisfy any of the events conditions set forth in clauses (a) through (i) of Annex A hereto hereto, the Purchaser shall, and Parent shall have occurred or be continuingcause the Purchaser to, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after following the initial public announcement of Purchaser’s intention the terms of this Agreement, commence a tender offer (the "Offer") to commence purchase for cash all of the Offerissued and ----- outstanding shares of Company Common Stock (the shares of Company Common Stock hereinafter referred to as the "Shares") at a price of not less than $5.37 per ------ Share net to the seller in cash. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition that there shall be validly tendered (and not withdrawn) in accordance with the “Minimum Condition”) terms of the Offer, prior to the expiration date of the Offer, that at least the number of Shares that shall constitute which represents at least a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered (the "Minimum Condition") and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. ------------------ Notwithstanding the foregoing, the Purchaser expressly reserves the right to waive any such condition, of the conditions to increase the price per Share payable in the Offer, Offer and to make any other changes change in the terms and or conditions of the Offer; provided, howeverprovided that without the prior written consent of the -------- Company, that unless previously approved by the Company in writing no change may be made that (i) amends or waives Purchaser shall not waive the Minimum Condition, (ii) decreases the price per Share payable Condition and shall not make any change in the Offer, (iii) Offer which changes the form of consideration to be paid in or decreases the Offerprice per Share, (iv) reduces or the maximum number of Shares to be purchased sought in the Offer, (v) Offer or which imposes conditions to the Offer in addition to those set forth in Annex A heretoA. The Purchaser shall have the right to extend the Offer (for not more than an aggregate of five business days (as defined in Rule 14d-1 under the Exchange Act)) from time to time without the consent of the Company. In addition to the rights set forth in the two preceding sentences, (vi) amends if on any scheduled expiration date of the Offer all conditions to the Offer shall not have been satisfied or waived, the Purchaser shall extend the Offer from time to time until such conditions have been satisfied or waived; provided that the Purchaser shall have -------- no obligation to extend the Offer beyond the date 60 days after commencement of the Offer unless the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act has not terminated or expired in which case not past the date set forth in Annex A so as to broaden the scope of such conditions to the Offer, (viiSection 8.1(b) extends, except as provided for below, the Offer or (viii) makes hereto. If on any other change to any of the terms and conditions scheduled expiration date of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer (including the Minimum Condition) shall have been satisfied or waived or but the number of Shares tendered (Band not withdrawn) this Agreement is terminated pursuant to Section 9.01the Offer represent less than 90% of the outstanding Shares, on a fully-diluted basis (including for one or more periods this purpose only options and warrants that are in-the-money and excluding for this purpose any right to acquire Shares that may not be exercised within 60 days from the applicable date), the Purchaser shall also have the right to extend the Offer from time to time without the consent of the Company (for not more than ten (10an aggregate of 10 business days) business days each beyond in order to permit the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under Purchaser to solicit the Securities Exchange Act tender of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all additional Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject Subject to the applicable rules of the SEC foregoing and to the terms and conditions of the Offer, the Purchaser expressly reserves the right agrees to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser maypay, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer promptly as reasonably practicable after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms expiration of the Offer, prior to the expiration of the Offer (as so extended), for all Shares properly tendered and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal pursuant 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 Offer 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 Purchaser is obligated to a person other than the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerpurchase. (b) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent shall cause and the Purchaser to (i) will file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the “"Schedule TO”14D-1") with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActOffer. The Schedule TO shall contain or shall incorporate by reference an 14D-1, -------------- together with the related offer to purchase (and the “Offer to Purchase”) and forms form of the related letter of transmittal and any related summary advertisement (the Schedule TOtransmittal, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being are hereinafter collectively referred to herein collectively as the “"Offer ----- Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws". Parent and the Purchaser shall give the Company and its counsel a --------- reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed the filing of the Offer Documents with the SEC or disseminated to holders the dissemination of Sharesthe Offer Documents to the stockholders of the Company. Parent and the Purchaser shall provide will furnish the Company and its counsel in writing with any comments that Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents Documents, promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentscomments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events --------- set forth in clauses (a) through (i) of Annex A hereto shall have occurred or and be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept make payment for payment Shares tendered the Trust Units pursuant to the Offer shall be subject to (i) the condition (the “"Minimum Condition”") that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis ----------------- Beneficiaries shall have been validly tendered tendered, and not withdrawn withdrawn, 8,651 Trust Units prior to the expiration of the Offer and (ii) also shall be subject to the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share Trust Unit payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be -------- ------- made that (i) amends or waives the Minimum Condition, (ii) which decreases the price per Share Trust Unit payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) Offer or which reduces the maximum number of Shares Trust Units to be purchased in the Offer, (v) Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to timemay, without the consent of the Liquidating Trustee: (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”)Offer, if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s 's obligation to accept pay for payment Shares, the Trust Units shall not be satisfied or waived waived; or (ii) extend the Offer for any period required by any rule, regulation, position regulation or interpretation of the Securities and Exchange Commission (the “"SEC”"), or the --- staff thereof or of the NASDAQthereof, applicable to the Offer. The Per Share Amount shall, subject only Purchaser shall pay for up to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions 21,627 of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares Trust Units which Beneficiaries have validly tendered (and not withdrawn as withdrawn) promptly as practicable following the acceptance of Shares thereof for payment pursuant to the Offer; provided that, if more than 21,627 Trust Units are so tendered, the Purchaser ------------- shall accept and purchase at least 21,627 Trust Units from such Beneficiaries on a pro rata basis, with such adjustments to eliminate fractions as the Purchaser, in its sole discretion, shall determine. 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 solely Trust Units in order to comply in whole or in part with applicable Lawslaws. Any such delay shall be effected in compliance with Rule 14e--1(c14e-1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of not less than three nor more than 20 business days to meet 1934, as amended (the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended"Exchange Act"), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer.------------ (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent Purchaser shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActOffer. The Schedule TO shall contain or shall -- incorporate by reference an offer to purchase (the “"Offer to Purchase”") and ----------------- forms of the related letter of transmittal transfer agreement (the "Transfer Agreements") and notices ------------------- and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees --------------- Liquidating Trustee agree to correct promptly any information provided by it any of them for use in the Offer Documents that shall have become false or misleading in any material respectmisleading, and Parent and Purchaser further agree agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of SharesBeneficiaries, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentslaws.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of on Annex A hereto shall have occurred or and be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but hereof and in no event later more than five (5) ten business days after the initial public announcement of Purchaser’s intention to commence the Offerdate hereof. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be are subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in on Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, Offer (iii) changes the form of consideration to be paid in the Offer, (ivii) reduces the maximum number of Shares to be purchased in the Offer, (v) Offer or that imposes conditions to the Offer in addition to those set forth in on Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer hereto or (viiiiii) makes any other change to any of otherwise changes the terms and conditions of the Offer that is in a manner adverse to the holders of SharesPublic Holders. Notwithstanding the foregoing, Purchaser shall from time to timemay, without the consent of the Company, extend the Offer (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods a period of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”)Offer, if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s 's obligation to accept Shares for payment Sharespayment, shall not be satisfied or waived or waived, (ii) extend the Offer for any period required by any rule, regulation, position regulation or interpretation of the Securities and Exchange Commission (the “"SEC”"), or the staff thereof or of the NASDAQthereof, applicable to the Offer or (iii) for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer, together with the Shares owned by Purchaser or its affiliates equals 80% or more, but less than 90%, of outstanding Shares on a fully diluted basis. In addition to the foregoing, Parent and Purchaser may provide for a "subsequent offering period" to the extent provided in Rule 14d-11 under the Securities Exchange Act of 0000 (xxx "XXXXXXXX Xxx"). The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding If Parent or Purchaser are unable to consummate the immediately preceding sentence and subject Offer on the scheduled expiration date due to the applicable rules failure of any of the SEC and the terms and conditions of the Offerset forth in Annex A to be satisfied or waived, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act in increments of not less than three nor more than 20 five business days to meet (at the objective that there be validly tendered, in accordance with discretion of Purchaser) until such date as is 45 days from the terms date of the initial commencement of the Offer; PROVIDED, HOWEVER, that Purchaser shall not be required to extend the Offer if any such condition is, in the reasonable judgment of the Purchaser, incapable of being satisfied prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basissuch 45-day period. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser and Parent shall cause Purchaser to (i) file with the SEC (i) a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “"SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule TO”13E-3 (together with all amendments and supplements thereto, the "SCHEDULE 13E-3") with respect to the Offer and (ii) cause which shall be filed as a part of the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActSchedule TO. The Schedule TO and the Schedule 13E-3 shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”"OFFER TO PURCHASE") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”"OFFER DOCUMENTS"). The Company Offer Documents shall promptly furnish to comply in all material respects with the provisions of applicable federal securities laws and Parent and Purchaser in writing all information concerning hereby represent and warrant to the Company that may that, on the date filed with the SEC and on the date first published, sent or given to the Public Holders, 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 and 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, in each case as and to the extent required by applicable federal securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documentslaws. Each of Parent, Purchaser and the Company agrees agree to correct promptly any information provided by it any of them for use in the Offer Documents that shall have become false or misleading in any material respectmisleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TOTO and the Schedule 13E-3, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the Company Special Committee and its counsel a reasonable the opportunity to review and comment on the Offer Documents Documents, including all amendments and supplements thereto, prior to such documents their being filed with the SEC and shall give the Special Committee and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or disseminated to holders of Sharessent to, the SEC. In addition, Parent and Purchaser shall provide the Company Special Committee and its counsel with any comments or other communications that Parent, Purchaser or their its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing or other communications and shall consult with the Company Special Committee and its counsel as to all material communications with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding and its staff, including any material meetings and telephone conferences relating to the Offer Documents. (c) Parent and Purchaser shall provide or cause to be provided to the Paying Agent (as defined in Section 3.08(a)) on or prior to the expiration of the Offer funds necessary to make payment for any Publicly Held 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 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c14e—1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 8.1 and that none of the events set forth in clauses (a) through (i) of Annex Exhibit A --------- attached hereto and made a part hereof shall have occurred or be continuingexisting (unless such event shall have been waived by Parent), Parent shall cause Purchaser to commence, and Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than five (5) the fifth business days day after the initial public announcement date of Purchaser’s intention to commence this Agreement, the OfferOffer at the Per Share Amount. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the “"Minimum Condition”") that at least the number of Shares that shall that, when combined with the Shares already owned by Purchaser and its direct or indirect subsidiaries, constitute a majority at least eighty percent (80%) of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer Offer, and (ii) the satisfaction of each or waiver of the other conditions set forth in Annex Exhibit A attached hereto. Purchaser expressly reserves --------- the right to waive any such conditioncondition (other than the Minimum Condition), to increase the price per Per Share Amount payable in the Offer, and to make any other changes in the terms and conditions of the OfferOffer (notwithstanding Section 8.3); provided, however, that unless previously approved by the Company in writing no change may be made that which (i) amends or waives the Minimum Condition, (ii) decreases the price per Per Share Amount payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (ivii) reduces the maximum number of Shares to be purchased in the Offer, (viii) imposes conditions to the Offer in addition to those set forth in Annex Exhibit A hereto, (viiv) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of changes the terms and --------- conditions of the Offer that is in any manner materially adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, Shares (iother than Parent and its subsidiaries) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (Bv) this Agreement is terminated pursuant to Section 9.01, for one changes or more periods of not more than ten (10) business days each beyond waives the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the OfferMinimum Condition. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cashseller, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition) and unless the Company otherwise consents in writing, Purchaser shallshall accept for payment and pay, and Parent shall cause Purchaser toas promptly as practicable after expiration of the Offer, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerwithdrawn. (b) As promptly soon as reasonably practicable on the date the Offer is commenced, but in no event later than the fifth business day after the date of commencement of the Offerthis Agreement, Parent Purchaser shall cause Purchaser to (i) file with the SEC Securities and Exchange Commission ("SEC") and disseminate to holders of Shares, to the extent required by law, a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “"Schedule TO”") with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActOffer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase the Shares, (the “"Offer to Purchase”") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees agree to correct promptly any information provided by it any of them for use in the Offer Documents that which shall have become false or misleading in any material respectmisleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, TO as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to such documents being filed the filing thereof with the SEC SEC. The written information supplied or disseminated to holders be supplied by the Company for inclusion in the Offer Documents will not contain any untrue statement of Sharesa material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Parent and Purchaser shall will provide the Company and its counsel with a copy of any written comments that Parent, or telephonic notification of any oral comments Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing thereof and will provide the Company and its counsel with a reasonable opportunity to participate in the copy of any written response and telephonic notification of any oral response of Parent Parent, Purchaser or their counsel. In the event that the Offer is terminated or withdrawn by Purchaser, Parent and Purchaser shall respond cause all tendered Shares to any such comments from be returned promptly (and to the SEC regarding extent within their power, within five (5) business days) to the registered holders of the Shares represented by the certificate or certificates surrendered to the paying agent designated in the Offer Documents. (c) Subject to the terms and conditions hereof, the Offer shall remain open until midnight, New York City time, on the date that is twenty (20) business days after the date the Offer is commenced (the initial "Expiration Date," and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an "Expiration Date"); provided, however, that without the consent of the Board, Purchaser may (and, at the request of the Company, shall): (i) from time to time extend the Offer (each such individual extension not to exceed ten (10) business days after the previously scheduled Expiration Date), if at the scheduled Expiration Date any of the conditions of the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; or (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; provided, however, that, in no event shall the Offer be extended beyond March 29, 2002. Parent agrees to cause Purchaser to extend the Offer from time to time in accordance with this Section 1.1(c) for the shortest time periods which it reasonably believes are necessary until the 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) Parent shall cause Purchaser to pay to Mellon Investor Services LLC, or such other exchange agent as is reasonably satisfactory to Parent and the Company (the "Paying Agent"), in immediately available United States funds not later than 12:00 noon or such later time as the parties may agree on the first business day immediately following the Expiration Date, an amount equal to the product of the Per Share Amount and all issued and outstanding Shares on such date excluding any treasury Shares and any Shares already owned by the Parent or the Purchaser (the "Total Consideration"). The Total Consideration shall be invested by the Paying Agent as directed by Parent in direct obligations of the United States, obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Ratings Group or certificates of deposit, bank repurchase agreements or bankers' acceptances of a commercial bank having at least $1,000,000,000 in assets (collectively, "Permitted Investments") or in money market funds which are invested in Permitted Investments, and any net earnings with respect thereto shall be paid to Parent as and when requested by Parent. The Paying Agent shall, promptly after the Expiration Date, pay the applicable Per Share Amount to all holders of Shares duly tendered in the Offer. Any of the Total Consideration not so paid pursuant to the Offer shall be disbursed by the Paying Agent pursuant to the terms of the Plan of Merger (as defined in Section 2.1). The Total Consideration shall not be used for any other purpose except as otherwise agreed to by Parent.

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingArticle 8, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereofof this Agreement, but in no event later more than five ten (510) business days Business Days after the initial public announcement date of Purchaser’s intention to this Agreement, Purchaser will (and Parent will cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant . (b) Upon the terms and subject to the Offer shall be subject to (i) conditions set forth in this Agreement, including the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority prior satisfaction of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered Minimum Condition and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each or waiver by Purchaser of the other conditions set forth in Annex A heretoI (collectively, the “Offer Conditions”), Purchaser will (and Parent will cause Purchaser to), as promptly as practicable after the Expiration Date (as it may be extended in accordance with this Section 1.1), consummate the Offer in accordance with its terms and accept for payment and promptly thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer. (c) The Offer will be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any such condition, to increase Offer Condition other than the price per Share payable in the OfferMinimum Condition, and to (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless previously approved otherwise provided by this Agreement, without the prior written consent of the Company (which the Company may withhold in writing no change may be made that its sole discretion), Purchaser will not (iA) amends or waives decrease the Minimum ConditionOffer Price, (iiB) decreases change the price per Share form of consideration payable in the Offer, (iiiC) changes the form of consideration to be paid in the Offer, (iv) reduces decrease the maximum number of Shares subject to be purchased in the Offer, (vD) imposes impose conditions to the Offer in addition to those set forth in Annex A heretothe Offer Conditions, (viE) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer amend or (viii) makes any other change to modify any of the terms and conditions of the Offer Conditions in any manner that is adverse to the adversely affects holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (iF) amend or modify the Minimum Condition, or (G) extend or otherwise change the Offer, until such time Expiration Date in a manner other than as either (A) all required or permitted by this Agreement. Parent and Purchaser may waive the Minimum Condition only with the prior written consent of the conditions Company, which may be granted or withheld in the Company’s sole discretion. The Offer may not be terminated or withdrawn prior to the Offer have been satisfied or waived or (B) Expiration Date, unless this Agreement is terminated in accordance with Article 8. (d) Unless extended pursuant to Section 9.01and in accordance with the terms of this Agreement, the Offer will expire at 11:59:59 (New York City time) on the date that is the later of (i) twenty (20) business days (for one this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date on which the Offer is first commenced (within the meaning of Rule 14d-2 under the Exchange Act) and (ii) ten (10) Business Days following the expiration of the Go-Shop Period (such later date, the “Initial Expiration Date”) or, in the event the Offer has been extended beyond the Initial Expiration Date pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (such Initial Expiration Date, or more such later date and time to which the Offer has been extended pursuant to and in accordance with this Agreement, the “Expiration Date”). (e) Purchaser will, and Parent will cause Purchaser to, extend the Offer from time to time as follows: (i) if on the applicable Expiration Date, any of the Offer Conditions (including the Minimum Condition) have not been satisfied or, to the extent waivable by Parent or Purchaser pursuant to this Agreement, waived by Parent or Purchaser, then Purchaser will extend the Offer for successive periods of not more than ten (10) business days Business Days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”determined by Purchaser), ifor such other period as may be agreed by Parent and the Company, at to permit the Initial Expiration Date or any subsequent scheduled expiration satisfaction of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or such Offer Conditions; and (ii) Purchaser will extend the Offer for any the minimum period required by any ruleapplicable Legal Requirements, regulation, interpretation or position or interpretation of the Securities and Exchange Commission SEC or its staff or NASDAQ or its staff. Nothing in this Section 1.1(e) will (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause A) require Purchaser to, pay for all Shares validly tendered and without the Company’s prior written consent Purchaser will not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right permitted to, extend the Offer beyond the End Date, or (B) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Section 8.1. Neither Parent nor Purchaser will extend the Offer in any manner other than pursuant to and in accordance with the provisions of this Section 1.1(e) without the prior written consent of the Company. (f) The Offer Price will be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the acceptance date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price will provide to the holders of Shares thereunder for a further period Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) will be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of time by means of a subsequent offering period under Rule 14d-11 promulgated under this Agreement. (g) Neither Parent nor Purchaser will terminate or withdraw the Exchange Act of not less than three nor more than 20 business days Offer prior to meet the objective that there be any applicable Expiration Date unless this Agreement is validly tendered, terminated in accordance with the terms hereof. If this Agreement is terminated pursuant to the terms hereof, then Purchaser will (and Parent will cause Purchaser to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, prior will not acquire any Shares pursuant to the expiration of the Offer (as so extended)Offer, and not withdrawn a number will cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerholders thereof. (bh) As promptly as reasonably practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent shall cause and Purchaser to will (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect that will contain or incorporate by reference (A) the Offer to Purchase and form of the related letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made, and (B) a notice to the Offer Company’s stockholders informing such stockholders of their rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL, and (ii) cause the Offer Documents to Purchase and related documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under Shares. Parent and Purchaser agree that they will cause the Exchange Act. The Schedule TO shall contain and all exhibits, amendments or shall incorporate by reference an offer to purchase supplements thereto (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TOcollectively, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish ) filed by either Parent or Purchaser with the SEC to Parent comply in all material respects with the Exchange Act and Purchaser in writing all information concerning the Company that may be required by rules and regulations thereunder and other applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer DocumentsLegal Requirements. Each of Parent, Purchaser and the Company agrees to will promptly correct promptly any information provided by it or any of its Representatives for use in the Offer Documents if and to the extent that shall such information will have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps supplement the information contained in the Offer Documents to include any information that will become necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent further will use all reasonable efforts to promptly cause the Schedule TO, Offer Documents as so corrected, corrected or supplemented to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities LawsLegal Requirements. The Company will promptly furnish or otherwise make available in writing to Parent and Purchaser shall give or Parent’s legal counsel all information concerning the Acquired Companies and the Company’s stockholders that is required or is reasonably requested by Parent to be included in the Offer Documents. The Company and its counsel a will be given reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed the filing thereof with the SEC or disseminated to holders of SharesSEC. Parent and Purchaser shall agree to provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response comments. Each of Parent or Purchaser, shall and Purchaser will respond promptly to any such comments from of the SEC regarding or its staff with respect to the Offer DocumentsDocuments or the Offer. (i) Parent will cause to be provided to Purchaser on a timely basis all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer, and will cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 9.01 and that none a failure to satisfy any of the events conditions set forth in clauses paragraphs (ai) through (iiv) of Annex A hereto shall have occurred or be continuingI hereto, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after following the initial public announcement of Purchaser’s intention the terms of this Agreement, Buyer (or its subsidiary) shall commence an offer to commence purchase all of the Offer. The obligation outstanding shares of Purchaser to accept for payment Shares tendered pursuant common stock, par value $.125 per share, of DOCP (the "DOCP Shares") at a price of $22 per DOCP Share, net to the seller in cash (the "Offer Price"). (b) The Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A I hereto. Purchaser expressly reserves Buyer shall not, without the right to waive any such conditionprior written consent of DOCP, to increase the price per Share payable in the Offer, and to make any other changes change in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of DOCP Shares. Notwithstanding , decrease the foregoing, Purchaser shall from time to time, (i) extend Offer Price or the Offer, until such time as either (A) all number of DOCP Shares sought in the Offer or impose conditions to the Offer other than those set forth in Annex I hereto (it being agreed that a waiver by Buyer of any condition, in its discretion, shall not be deemed to be adverse to the holders of DOCP Shares); provided that, if on any scheduled expiration date of the Offer all conditions to the Offer shall not have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01waived, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (may, but need not, be extended from time to time without the “Initial Expiration Date”), if, at consent of DOCP for such period of time as is reasonably expected by Buyer to be necessary to satisfy the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend unsatisfied conditions; provided further that the Offer may be extended by Buyer without the consent of DOCP for any period required by any rule, regulation, interpretation or position or interpretation of the United States Securities and Exchange Commission (the “"SEC”), ") or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall; and provided further that, subject only to applicable withholding if at any scheduled expiration date of taxes, be net the Offer all conditions to the seller Offer shall have been satisfied but less than a number of DOCP Shares that, together with the number of DOCP shares to be contributed by CSX and the Management Investor to Buyer, represent less than 90% of the outstanding DOCP Shares, on a fully-diluted basis, shall have been tendered into the Offer, Buyer shall be entitled to extend the Offer from time to time without the consent of DOCP (for not more than 10 business days) in cash, upon the terms and subject order to the conditions of permit Buyer to solicit additional DOCP Shares to be tendered into the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following It is agreed that the acceptance of Shares for payment pursuant conditions to the Offer. Notwithstanding Offer are solely for the immediately preceding sentence benefit of Buyer and subject to the applicable rules may be asserted by Buyer regardless of the SEC and the terms and conditions of the Offercircumstances giving rise to any such condition (including any action or inaction by Buyer) or may, Purchaser expressly reserves the right to delay payment for Shares solely in order to comply but need not, be waived by Buyer, in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under the Exchange Act. Purchaser may, at any time and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of from time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tenderedtime, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerits sole discretion. (bc) As promptly soon as reasonably practicable on the date of commencement of the Offer, Parent Buyer (and, to the extent required by law, CSX, NSC and the Management Investor, as co-bidders) shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred the "Schedule 14D-1") and, together with DOCP, a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "Schedule 13E-3") with respect to herein collectively as the “Offer, which shall contain the offer to purchase and form of the related letter of transmittal (together with any supplements or amendments thereto, collectively, the "Offer Documents”"). The Company DOCP shall provide Buyer (and, if applicable, CSX, NSC and the Management Investor) with such information concerning DOCP as may reasonably be requested in connection with the preparation of the Schedule 1 3E-3. Each party hereto shall promptly furnish to Parent supplement, update and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it is or shall have become incomplete, false or misleading in misleading. In any material respectsuch event, and Parent and Purchaser further agree to Buyer shall take all steps necessary to cause the Schedule TO, Offer Documents as so correctedsupplemented, updated or corrected to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of DOCP Shares, in each case case, as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the Company DOCP and its counsel a reasonable counsel, with respect to the Schedule 14D-1, and each party hereto and its respective counsel, with respect to the Schedule 13E-3, shall be given an opportunity to review and comment on the Offer Documents such filing and each supplement, amendment or response to comments with respect thereto prior to such documents its being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect delivered to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer DocumentsSEC.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 the terms and that none of the events conditions set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingherein, Purchaser the Merger Sub shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s the Merger Sub's intention to commence the OfferOffer (treating the business day on which such public announcement occurs as the first business day). The obligation of Purchaser the Merger Sub to accept for payment Shares and pay for shares of Common Stock (the "Shares") tendered pursuant to the Offer shall be subject to (i) the condition (the “"Minimum Condition”") that at least the number of Shares that that, when added to the Shares already owned by Ferrotec and Merger Sub, shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any outstanding options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer, which shall be 20 business days after the date the Offer is commenced, unless so extended as provided for hereinafter (the "Expiration Date"), and (ii) also shall be subject to the satisfaction of each of the other conditions set forth in Annex A heretoA, attached hereto and incorporated herein by reference. Purchaser The Merger Sub expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by without the prior written consent of the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) which decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) which reduces the maximum minimum number of Shares to be purchased in the Offer, (v) or which amends or imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shallSubject to the terms and conditions of the Offer (including, and Parent without limitation, the Minimum Condition), the Merger Sub shall cause Purchaser topay, pay as soon as practicable after it is legally permitted to do so under applicable law after expiration of the Offer, for all Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offerwithdrawn. Notwithstanding the immediately preceding sentence and subject to foregoing, if on the applicable rules of initial Expiration Date (which shall be 20 business days after the SEC and date the terms and Offer is commenced) all conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares solely in order to comply in whole Offer shall have been satisfied or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is to be made to a person waived other than the person in whose name Minimum Condition, Merger Sub shall extend the surrendered certificate formerly evidencing Shares Expiration Date to the date that is registered ten (10) business days immediately following such initial Expiration Date. In addition, and notwithstanding the foregoing but subject to Section 8.1 hereof, if on such initial Expiration Date or any other Expiration Date, the stock transfer books applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Company"HSR Xxx") xx xxxxxxx to the Offer shall not have expirxx xx xxxx xxxxxxxxxd and all other conditions to the Offer shall have been satisfied or waived, it Merger Sub shall be a condition of payment that required to extend the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting Expiration Date until such payment waiting period 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, expired or shall have established to the reasonable satisfaction of Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerterminated. (b) As promptly soon as reasonably practicable on the date of commencement of the Offer, Parent Ferrotec and Merger Sub shall cause Purchaser to (i) file with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the “"Schedule TO”14D-1") with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActOffer. The Schedule TO 14D-1 shall contain or shall incorporate by reference an offer to purchase (the “"Offer to Purchase”") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning Ferrotec, the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser Merger Sub and the Company agrees agree to correct promptly any information provided by it any of them for use in the Offer Documents that which shall have become false or misleading in any material respectmisleading, and Parent Ferrotec and Purchaser Merger Sub further agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent The Company and Purchaser its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Ferrotec and Merger Sub will give the Company and its counsel a reasonable opportunity to review and comment on upon the Offer Documents and all amendments and supplements thereto prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent filing thereof, and Purchaser shall will provide the Company and its counsel in writing with any comments that Parentcomments, Purchaser whether written or oral, Ferrotec, the 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 the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentscomments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 5.1 and that none no event shall have occurred and no circumstance shall exist which could reasonably be expected to result in a failure to satisfy any of the conditions or events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuing(the "Offer Conditions"), Purchaser shall commence the Offer as promptly soon as reasonably practicable after the date hereof, execution hereof (but in no event later than five (5) 15 business days after the initial public announcement of Purchaser’s intention the execution hereof) the Purchaser shall, and the Parent shall cause the Purchaser to, commence an offer (the "Offer") to commence purchase all of the OfferShares of the Company, at a price of U.S.$13 per Share (the "Per Share Amount"). The obligation of the Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number a minimum of Shares that shall constitute a majority not less than 75% of the then outstanding Shares (calculated on a Fully Diluted Basis shall have been fully diluted basis, but excluding Shares held by or on behalf of the Purchaser or its affiliates and associates (as defined in the CBCA)) on the date of the Offer being validly tendered and not withdrawn prior (the "Minimum Condition") and to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A heretoOffer Conditions. The Purchaser expressly reserves the right right, in its sole discretion, to waive or reduce the Minimum Condition and to waive any such conditionother Offer Condition, to increase the price per Per Share Amount payable in pursuant to the Offer, and Offer or to make any other changes in the terms and conditions of the Offer; providedOffer (provided that, howeverwithout the written consent of the Company, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) which decreases the price per Per Share Amount payable in the Offer, (iii) changes the form of consideration to be paid payable in the OfferOffer (other than by adding consideration), (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) Offer or imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as Conditions). The Purchaser covenants and agrees that, subject to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend this Agreement and the Offer, until such time as either (A) all of the conditions to including the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01Conditions, unless the Company otherwise consents in writing, the Purchaser will accept for one or more periods of payment and pay for Shares validly tendered and not more properly withdrawn not later than ten (10) business 10 days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the later of (x) the 35th day after the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer and (y) the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration satisfaction of the OfferOffer Conditions which have not been waived by the Purchaser, any of provided that the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) Purchaser may extend the Offer for any period required by any rule, regulation, position or interpretation of time thereafter. It is agreed that the Offer Conditions are for the benefit of the Securities Purchaser and Exchange Commission may be asserted by the Purchaser, regardless of the circumstances giving rise to any such condition (including any action or inaction by the “SEC”Purchaser or the Parent not inconsistent with the terms hereof), or may be waived by the staff thereof Purchaser, in whole or in part at any time and from time to time, in its sole discretion. The Purchaser may, at any time, transfer or assign to one or more corporations directly or indirectly wholly owned by the Parent EXHIBIT 99(a) - - - - - (3 of 56) the right to purchase all or any portion of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not properly withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding , but any such transfer or assignment shall not relieve the immediately preceding sentence and subject Purchaser of its obligations under the Offer or prejudice the rights of tendering shareholders to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay receive payment for Shares solely in order to comply in whole or in part with applicable Lawsvalidly tendered and accepted for payment. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated Without limiting the Parent's other obligations under this Agreement, the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior Parent unconditionally guarantees to the expiration of Company the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held performance by the Company or any Subsidiary shall be tendered in the OfferPurchaser of each of its obligations under this Agreement. (b) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent the Purchaser shall cause Purchaser to file (i) file with the SEC Director appointed under the CBCA (the "Director") and with the Ontario Securities Commission and other provincial and territorial securities commissions or similar authorities in Canada and the stock exchanges in Canada on which the Shares are listed or traded (the "Canadian Securities Authorities") a Tender Offer Statement on Schedule TO takeover bid offer and circular (together with all amendments and supplements thereto, the “Schedule TO”"Offer and Circular") with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms include a form of the related letter of transmittal and any related summary advertisement (the "Letter of Transmittal"), and (ii) with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO14D-1F (together with all amendments and supplements thereto, the "Schedule 14D-1F") which shall contain (included as an exhibit) the Offer to Purchase and such other Circular and the Letter of Transmittal (the Offer and Circular, Schedule 14D- 1F, Letter of Transmittal and related documents, together with all any supplements and or amendments thereto, being are referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, the Purchaser and the Company each agrees promptly to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect. The Parent and the Purchaser, on the one hand, and Parent and Purchaser the Company, on the other hand, further agree to take all steps necessary to cause the Offer and Circular and Schedule TO, 14D-1F as so corrected, corrected to be filed with the Director, the Canadian Securities Authorities and the SEC, respectively, and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Shares, in each case as and to the extent required by (i) all applicable U.S. federal securities laws in each of the provinces and territories of Canada, the respective regulations and rules under such laws and the applicable by-laws and published policy statements of the Canadian Securities Authorities in such provinces (collectively, the "Canadian Securities Laws") and (ii) applicable United States securities laws. The Parent and the Purchaser shall give will comply with the laws of the Province of Quebec relating to the use of the French language in connection with the Offer Documents to be delivered to shareholders of the Company. The Company and its counsel a reasonable shall be given an opportunity to review and comment on the Offer Documents prior to such documents their being filed with the SEC or disseminated to holders Canadian Securities EXHIBIT 99(a) - - - - - (4 of Shares56) Authorities and the SEC. The Parent and the Purchaser shall agree to provide the Company and its counsel in writing with any written comments that Parent, the Parent and the Purchaser or their counsel may receive from the Canadian Securities Authorities or the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments andcomments. (c) In the event the Minimum Condition is satisfied within 120 days after the date of the Offer and the Shares tendered under the Offer represent 90% of all of the then outstanding Shares (excluding Shares held by the Parent and its affiliates and its associates), subject the Purchaser intends to providing elect to acquire the remainder of the Shares on the same terms as Shares were acquired under the Offer pursuant to the provisions of Section 206 of the CBCA. If the statutory right of acquisition described above is not available, or if the Purchaser elects not to proceed under such provisions, then the Purchaser will seek to cause a special meeting of shareholders of the Company to be called to consider an amalgamation, or another transaction including a statutory arrangement, involving the Purchaser (or an affiliate of the Purchaser) and its counsel the Company for the purposes of enabling the Purchaser to acquire all of the Shares not deposited under the Offer. Any such second stage transaction will be conducted in accordance with a reasonable opportunity the "going private transaction" provisions within the meaning of the regulations to participate in the response of Parent or PurchaserSecurities Act (Ontario), shall respond Ontario Securities Commission Policy Statement 9.1 and Quebec Securities Commission Policy Statement Q-27. The Purchaser intends that the consideration offered under any subsequent "going private transaction" proposed by it would be identical to any such comments from the SEC regarding consideration offered under the Offer DocumentsOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 Article VIII, as promptly as practicable after the date of this Agreement, Parent shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all issued and outstanding shares of Common Stock (including Company Restricted Stock Awards) not then owned by Xxxxx X. Xxxx, Xxxxxx X. Xxxx, and/or their Affiliates, at the Offer Price; provided, however, that none Parent shall not be required to commence the Offer if (i) any of the events conditions set forth in clauses (a) through (i2(a), 2(b), 2(c), 2(e), 2(f), 2(g), 2(h), 2(i), 2(j), 2(k), 2(l), 2(m), 2(n), or 2(o) of Annex A hereto shall I have occurred or be continuing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the Company Board shall have made an Adverse Change Recommendation. The Offer Price shall be net to the sellers in cash, subject to withholding of any applicable Taxes required by Law to be withheld. (b) Subject to the terms and conditions of this Agreement, including the prior satisfaction of each the Minimum Condition and the satisfaction or waiver by Parent of the other conditions set forth in Annex A heretoI (collectively, the “Offer Conditions”), promptly after the later of (i) twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) the earliest date as of which the Minimum Condition has been satisfied and each of the other Offer Conditions has been satisfied, or waived, by Parent, Parent shall consummate the Offer in accordance with its terms, and accept for payment and pay promptly after the Expiration Time for all shares of Common Stock (including Company Restricted Stock Awards) validly tendered and not properly withdrawn pursuant to the Offer. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser Parent expressly reserves the right to (i) increase the Offer Price, (ii) waive any such condition, to increase Offer Condition (provided that Parent will not waive the price per Share payable in Minimum Condition without the Offer, prior written consent of the Company) and to (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement, in each case subject to extending the Offer as required by applicable Law; provided, however, that unless previously approved otherwise provided by this Agreement, without the Company in writing no change may be made that prior written consent of the Company, Parent shall not (iA) amends or waives decrease the Minimum ConditionOffer Price, (iiB) decreases change the price per Share form of consideration payable in the Offer, (iiiC) changes the form of consideration to be paid in the Offer, (iv) reduces decrease the maximum number of Shares shares of Common Stock sought to be purchased in the Offer, (vD) imposes conditions to the Offer in addition to those set forth in Annex A heretoadd to, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such or impose conditions to the Offer, (vii) extends, except as provided for below, other than the Offer Conditions, (E) amend or (viii) makes modify any other change to of the Offer Conditions or any of the terms and conditions of the Offer that is in a manner adverse to the holders of Shares. Notwithstanding shares of Common Stock or that would, individually or in the foregoingaggregate, Purchaser shall from time reasonably be expected to timeprevent, (i) extend materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, until such time the Merger or the other Transactions contemplated hereby, (F) waive or change the Minimum Condition or (G) extend or otherwise change the Expiration Time in a manner other than as either (A) all of the conditions required or permitted by this Agreement. The Offer may not be withdrawn prior to the Offer have been satisfied Expiration Time (or waived or (B) any rescheduled Expiration Time), unless this Agreement is terminated in accordance with Article VIII. (d) Unless extended pursuant to Section 9.01and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at midnight (Eastern time) on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Time”). (e) The Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Time, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied (other than conditions which by their nature are to be satisfied at the Offer Acceptance Time), or waived by Parent if permitted hereunder, then by press release or other public announcement no later than the earlier of 9:00 a.m. (Eastern time) or the opening of trading on NASDAQ on the next Business Day after the then scheduled Expiration Time (A) Parent may, at its option, extend the Offer for one or more periods of not more than ten (10) business days Business Days each beyond (or such other number of Business Days as the scheduled expiration dateparties may agree and ending no later than the Termination Date in order to permit the satisfaction of such conditions (subject to the right of Parent to waive any Offer Condition, which initially shall be 20 business days (calculated other than the Minimum Condition, in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”this Agreement)) following and (B) if and as requested by the commencement Compay, Parent shall, if such condition or conditions are then capable of being satisfied prior to the Termination Date, extend the Offer from time to time until such conditions are satisfied or waived; provided, that Parent shall not be required to extend the Offer beyond the Termination Date; and (ii) Parent shall extend the Offer for any period or periods required by applicable Law, interpretation or position of the SEC or its staff or NASDAQ or its staff, in each case applicable to the Offer, provided that Parent shall not be required to extend the Offer beyond the Termination Date. (f) Parent may (and the Offer Documents shall reserve the right of Parent to) provide for a subsequent offering period (within the meaning of Rule 14d-2 14d-11 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three (3) Business Days nor more than 20 business days twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) immediately following the expiration of the Offer. Subject to meet the objective terms and conditions set forth in this Agreement and the Offer, Parent shall accept for payment and pay for all shares of Common Stock validly tendered during such subsequent offering period as promptly as practicable after any such shares of Common Stock are tendered and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide on a timely basis the funds necessary to purchase and pay for any and all shares of Common Stock that there Parent becomes obligated to accept for payment and purchase pursuant to the Offer and shall fulfill all of its covenants, agreements and obligations in respect of the Offer and this Agreement, in each case to the extent such covenants and payment obligations are to be validly tenderedperformed or made at or prior to Closing. (g) In the event that this Agreement is terminated pursuant to the terms hereof, Parent shall (i) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, (ii) not acquire any shares of Common Stock pursuant to the Offer and (iii) cause any depositary acting on behalf of Parent to promptly return, in accordance with the terms applicable Law, all tendered shares of the Offer, prior Common Stock to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerholders thereof. (bh) As promptly as reasonably practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall that will contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) Purchase and forms form of the related letter of transmittal transmittal, form of summary advertisements and any related summary advertisement such other customary documents as the Company and Parent may agree (the Schedule TO, the Offer to Purchase and such other documents, together with all amendments and supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish ) and (ii) cause the Offer Documents to Parent be disseminated to holders of shares of Common Stock, in each case as and Purchaser in writing all information concerning to the Company that may be extent required by applicable federal securities Laws Laws. Parent shall cause the Offer Documents and all exhibits, amendments or reasonably requested supplements thereto filed by Parent for inclusion with the SEC to comply in all material respects with the Schedule TO or Exchange Act and the Offer Documentsrules and regulations thereunder and other applicable Laws. Each of Parent, Purchaser Merger Sub and the Company agrees to shall promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to shall promptly cause the Schedule TO, Offer Documents as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to promptly be disseminated to holders of Sharesshares of Common Stock, in each case as and to the extent required by applicable U.S. federal securities LawsLaw. The Company shall promptly furnish or otherwise make available to Parent or Parent’s legal counsel, for inclusion in the Offer Documents, all information reasonably requested by Parent and Purchaser shall give reasonably available to the Company concerning the Company and the Company’s shareholders that may be required in connection with any action contemplated by this Section 1.1(h) to be included in the Offer Documents, including in connection with communicating the Offer to the record and beneficial holders of the shares of Common Stock. The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to such documents being filed the filing thereof with the SEC or disseminated to holders of SharesSEC. In addition, Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser Parent or their its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written responses thereto, and to promptly inform them of any oral comments andor other communications. The Company and its counsel shall be given a reasonable opportunity to review and comment upon any written responses and to participate in any oral responses and Parent shall give due consideration to all reasonable additions, subject to providing deletions or changes, as applicable, suggested thereto by the Company and its counsel with a reasonable opportunity to participate in the response of counsel. Parent or Purchaser, shall respond promptly to any such comments from of the SEC regarding or its staff with respect to the Offer DocumentsDocuments or the Offer.

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with pursuant to Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuing7.01, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof(and, but in no event later than any event, within five (5) business days Business Days after the initial public announcement date of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such conditionthis Agreement), to increase the price per Share payable in the OfferSub shall, and to make any other changes in the terms and conditions of the Offer; providedParent shall cause Sub to, howevercommence, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer. The obligations of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer are subject to the conditions set forth in Annex II (the “Offer Conditions”). The Offer shall initially expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act). Sub expressly reserves the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company (which in the case of clause (viii) below shall not be unreasonably withheld, conditioned or delayed; provided, however, that, with respect to clause (viii) below, the Company may withhold consent if, at any time prior to any “Initial Expiration Date”subsequent offering period,” the Top-Up Option is exercisable in accordance with Section 1.03), Sub shall not, and Parent shall not permit Sub to, (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of Company Common Stock, (v) except as expressly provided in this Section 1.01(a), terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of Company Common Stock or (viii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Notwithstanding any other provision of this Agreement to the contrary, Sub shall, and Parent shall cause Sub to, (i) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties may agree) each, if, at the Initial Expiration Date or any subsequent then-scheduled expiration of the Offer, any of Offer Condition (other than the conditions to Purchaser’s obligation to accept for payment Shares, Minimum Tender Condition) shall not be have been satisfied or waived, until such time as each such condition shall have been satisfied or waived or and (ii) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or of the NASDAQ, applicable to the Offer; provided, however, that Sub shall not be required to extend the Offer beyond the Outside Date. The Per Share Amount Notwithstanding any other provision of this Agreement to the contrary, if, at any then-scheduled expiration of the Offer, each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, then Sub may and, if requested by the Company, Sub shall, subject only and Parent shall cause Sub to, extend the Offer by increments of five (5) Business Days; provided, that the maximum number of days that the Offer may be extended pursuant to applicable withholding of taxesthis sentence shall be twenty (20) Business Days unless mutually agreed in writing by the Company and Parent; provided, further, that Sub shall not be net required to extend the seller in cash, upon Offer beyond the Outside Date. Upon the terms and subject to the conditions of the Offer. Purchaser Offer and this Agreement, Sub shall, and Parent shall cause Purchaser Sub to, pay for all Shares validly tendered and not withdrawn as promptly as practicable (x) immediately 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the any then-scheduled expiration of the Offer (if each Offer Condition shall have been satisfied or, if permitted by this Agreement, waived at such time) accept for payment all Shares that Sub becomes obligated to purchase pursuant to the Offer and (y) following such acceptance, and as so extendedsoon as practicable on the Business Day that immediately follows the date on which the Offer expired, pay for all such Shares. The time at which such acceptance occurs is referred to in this Agreement as the “Acceptance Time.” The time at which both (i) sufficient funds for the payment of Shares pursuant to and subject to the conditions of the Offer and this Agreement have been deposited with the Paying Agent and (ii) the Acceptance Time has occurred is referred to in this Agreement as the “Offer Closing.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.01(a), and not withdrawn a number of Shares which, together unless this Agreement is validly terminated in accordance with Shares then owned by Parent and Purchaser, represents Section 7.01 or otherwise expressly provided in this Section 1.01(a). If (i) at least 90% any then-scheduled expiration of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is to be made to a person Offer, (x) each Offer Condition (other than the person in whose name Minimum Tender Condition) shall have been satisfied or waived, (y) the surrendered certificate formerly evidencing Shares is registered on the stock transfer books Minimum Tender Condition shall not have been satisfied and (z) no further extensions or re-extensions of the CompanyOffer are permitted or required pursuant to this Section 1.01(a) or (ii) this Agreement is terminated pursuant to Section 7.01, it then, in each case, Sub shall be a condition promptly (and, in any event, within twenty-four (24) hours of payment that such termination), irrevocably and unconditionally terminate 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 Offer. The termination of the payment Offer pursuant to clause (i) of the Per Share Amount immediately preceding sentence is referred to a person other than in this Agreement as the “Offer Termination,” and the date on which the Offer Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Sub, or this Agreement is terminated in accordance with Section 7.01, Sub shall promptly return, and shall cause any depository acting on behalf of Sub to return, all tendered Shares to the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerholders thereof. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Sub shall cause Purchaser to (i) file with the SEC SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO ), which shall contain or shall incorporate by reference include, as exhibits, an offer to purchase (the “Offer to Purchase”) and forms of the a related letter of transmittal and any related transmittal, a summary advertisement (the Schedule TO, and other ancillary Offer documents pursuant to which the Offer to Purchase will be made (such Schedule TO and such other documentsthe documents attached as exhibits thereto, together with all any amendments or supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing Sub all information concerning the Company that may be is required by applicable securities Laws or reasonably requested by Parent for inclusion the Exchange Act to be set forth in the Schedule TO or the Offer Documents. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Parent and Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response. Each of Parent, Purchaser Sub and the Company agrees to shall promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Purchaser further agree to Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TOOffer Documents, as so correctedamended or supplemented, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser Sub shall give promptly notify the Company and its counsel a reasonable opportunity upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent Documents, and Purchaser shall provide the Company with copies of all correspondence between Parent, Sub and its counsel with their respective representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Parent and Sub shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments that Parent, Purchaser or their counsel may receive from of the SEC (or its the staff of the SEC) with respect to the Offer Documents promptly Documents. (c) Parent shall provide, or cause to be provided, on a timely basis, all of the funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the Offer; provided that in no way shall this Section 1.01(c) in any way reduce, offset or limit the obligations of Parent pursuant to Section 2.02(a). The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (d) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock occurring on or after the receipt date of this Agreement and prior to acceptance for payment of, and payment for, Company Common Stock tendered in the Offer, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action and shall as so adjusted from and after the date of such comments andevent, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding be the Offer DocumentsPrice.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 9.01 and that none a failure to satisfy any of the events conditions set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingI hereto, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) U.S. business days after following the initial public announcement of Purchaser’s intention the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to commence purchase (i) all of the OfferCommon Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (that there shall be validly tendered in accordance with the “Minimum Condition”) that at least terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that shall constitute that, together with the Shares then beneficially owned by Parent, represents at least a majority of the then Common Shares outstanding Shares on a Fully Diluted Basis shall have been validly tendered fully-diluted basis (the "Minimum Condition") and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A I hereto. Purchaser Merger Subsidiary expressly reserves the right to waive any such condition, of the conditions to increase the price per Share payable in the Offer, Offer and to make any other changes change in the terms and or conditions of the Offer; provided, however, provided that unless previously approved by the Company in writing no change may be made that (i) amends or that, without the prior written consent of the Company, waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in paid, decreases the Offer, (iv) reduces price per Share or the maximum number of Shares to be purchased sought in the Offer, (v) Offer or imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) I. If all of the conditions to the Offer have been are not satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the on any scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration date of the Offer, any of Merger Subsidiary shall extend the Offer from time to time until such conditions to Purchaser’s obligation to accept for payment Sharesare satisfied or waived, provided that Merger Subsidiary shall not be satisfied or waived or (ii) required to extend the Offer for any period required by any rule, regulation, position or interpretation of beyond the Securities and Exchange Commission (the “SEC”date referred to in Section 10.01(b)(i), or the staff thereof or of the NASDAQ, applicable . Subject to the Offer. The Per Share Amount shall, subject only foregoing and to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser mayMerger Subsidiary shall, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments it to, accept for payment and supplements theretopay for, the “Schedule TO”) with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents.as

The Offer. (a) Provided that Subject to the terms and conditions of this Agreement Agreement, Merger Sub shall, and Parent shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingcause Merger Sub to, Purchaser shall commence the Offer as promptly as reasonably practicable and in no event later than ten business days after the date hereof, but in no event later than five commence (5) business days after within the initial public announcement meaning of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement Offer at a purchase price of $65.00 per Share, net to the seller in cash but subject to any required withholding of taxes (within such price, or any higher price offered and paid by Merger Sub in its sole discretion in the meaning of Rule 14d-2 promulgated under Offer, the Exchange Act“Offer Price”). (b) The initial expiration date of the Offer shall be 12:00 midnight, New York City Time, on the date that is twenty business days following the date on which the Offer was commenced (the “Initial Expiration Date” and together with any expiration time and date established pursuant to an extension of the Offer as so extended pursuant to the terms and conditions set forth herein, the “Expiration Date”). (c) The obligation of Merger Sub to commence the Offer and to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the non-waivable condition that pursuant to the Offer, ifprior to the Expiration Date, there shall have been validly tendered and not properly withdrawn a number of Shares which constitutes at least a majority of the Initial Expiration Date outstanding Shares (excluding from the numerator of such calculation any shares held by stockholders that are affiliated with the Company, including the members of the Fairfax Group and the directors and executive officers of each of the Company, Merger Sub and Parent, as of the Acceptance Time) (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (together with the Minimum Condition, the “Offer Conditions”). (d) Merger Sub expressly reserves the right to (i) increase the Offer Price and (ii) to waive any of the Offer Conditions or any subsequent scheduled expiration to modify the terms of the Offer, except that, without the prior written consent of the Company (acting pursuant to a resolution adopted by both the Special Committee and the Company Board), Merger Sub shall not, and Parent shall not permit Merger Sub to, do any of the following: (A) decrease the Offer Price, change the form of consideration to be paid in the Offer or decrease the number of Shares subject to the Offer, (B) impose any conditions to Purchaser’s obligation the Offer other than the Offer Conditions set forth in Annex I hereto or modify any of the Offer Conditions set forth in Annex I hereto in any manner adverse to accept for payment the holders of Shares, (C) otherwise amend or modify the Offer in a manner that would materially and adversely affect the holders of Shares, (D) amend, modify or waive the Minimum Condition and (E) except as otherwise provided in this Section 1.01(d), extend the Offer. Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Section 8.01, Merger Sub may, without the consent of the Company (or the Special Committee or Company Board), (I) extend the Offer for one or more consecutive increments of not more than ten business days each, if at any otherwise scheduled Expiration Date any of the Offer Conditions shall not be have been satisfied or waived or or, if permissible, waived; (iiII) extend the Offer for any minimum period required by any rule, regulation, interpretation or position or interpretation of the U.S. Securities and Exchange Commission (the “SEC”), ) or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding ; or (III) if Shares have been accepted for payment but the number of taxes, be net to shares of Common Stock collectively owned by the seller in cash, upon the terms and subject to the conditions Fairfax Group is less than 90% of the Offerthen outstanding shares of Common Stock, extend the Offer for an aggregate period of not more than fifteen business days (for all such extensions) beyond the date on which Shares are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act) in accordance with Rule 14d-11 of the Exchange Act. Purchaser In addition, if at any otherwise scheduled Expiration Date any Offer Condition has not been satisfied or waived, Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following at the acceptance request of Shares for payment the Company (acting pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules a resolution of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right toSpecial Committee), extend the Expiration Date for one or more consecutive increments of not more than ten business days each until the earliest to occur of (x) the satisfaction or waiver of such Offer after Conditions, (y) termination of this Agreement in accordance with its terms, and (z) the acceptance Outside Date. In addition, Merger Sub shall, and Parent shall cause Merger Sub to, at the request of Shares thereunder for the Company (acting pursuant to a further period resolution of time by means of the Special Committee), make available a subsequent offering period under in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 ten business days days; provided that Merger Sub shall not be required to meet make available such a subsequent offering period in the objective that there be validly tendered, in accordance with the terms of the Offerevent that, prior to the expiration commencement of such subsequent offering period, the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents Fairfax Group collectively holds at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 shares 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the OfferCommon Stock. (be) As promptly as reasonably practicable on Upon the date of commencement expiration of the Offer, subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO (together with Merger Sub to, accept for payment and pay for, as promptly as practicable, all amendments Shares validly tendered and supplements thereto, the “Schedule TO”) with respect not properly withdrawn pursuant to the Offer and (ii) cause including any subsequent offering period). The time that Merger Sub accepts for payment the Shares tendered pursuant to the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being is referred to herein collectively as the “Offer DocumentsAcceptance Time”). The Company . (f) Parent shall promptly furnish provide or cause to Parent and Purchaser in writing be provided to Merger Sub on a timely basis all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps funds necessary to cause the Schedule TO, as so corrected, purchase any Shares that Merger Sub becomes obligated to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and purchase pursuant to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer DocumentsOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 Article IX and that none of the events set forth in clauses (a) through (i) of Annex ANNEX A hereto shall have occurred or and be continuingexisting, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later than five (5) business days after from the initial public announcement of Purchaser’s intention the execution of this Agreement), Purchaser shall commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to commence acquire all the outstanding Shares at a price of $13.00 per Share, net to the seller in cash, subject to applicable withholding of taxes, without interest (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "OFFER PRICE"). The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject Subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority satisfaction of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer Minimum Condition and (ii) the satisfaction of each or waiver of the other conditions set forth in Annex ANNEX A, Purchaser shall consummate the Offer in accordance with its terms and promptly accept for payment and pay for Shares validly tendered pursuant to the Offer and not withdrawn as soon as Purchaser is legally permitted to do so under applicable law. The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") and shall be subject to the Minimum Condition and the other conditions set forth in ANNEX A hereto, and shall reflect, as appropriate, the other terms set forth in this Agreement. Parent and Purchaser expressly reserves reserve the right right, in their sole discretion, subject to compliance with the Exchange Act and the terms of this Agreement, to waive any such condition, to increase the price per Share payable in the Offer, condition and to make any other changes in the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that unless previously approved by the Company in writing no change may be made that Parent and Purchaser shall not (i) amends amend or waives waive the Minimum Condition, (ii) decreases decrease the price per Share payable in the OfferOffer Price, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces decrease the maximum number of Shares to be purchased in the Offer, (iv) waive or satisfy the Financing Condition (as defined herein) unless the representation set forth in Section 5.04 shall be true and correct, or (v) imposes conditions amend any other term or condition of the Offer in any manner or impose any term or condition that is adverse to the holders of the Shares without the written consent of the Company executed by the Chief Executive Officer of the Company stating that it was authorized by the Company Board or a duly authorized committee thereof. Notwithstanding any other provision hereof, Parent and Purchaser expressly reserve the right (but will have no obligation to), in their sole discretion, subject to compliance with the Exchange Act and the terms of this Agreement, to waive the Financing Condition. Unless otherwise stated, all references in this Agreement to Company Common Stock and Shares shall be deemed to include the associated preferred stock purchase rights (the "RIGHTS") issued pursuant to the Rights Agreement. (b) Notwithstanding the foregoing, in the event that any condition to the Offer in addition to those set forth in Annex ANNEX A heretoshall not have been satisfied or waived at the scheduled or any extended expiration date of the Offer, Purchaser shall (unless otherwise notified by the Company in writing), and Purchaser shall otherwise be entitled to, extend the expiration date of the Offer in increments of up to 5 business days each (unless otherwise agreed by Parent and the Company) until the earliest to occur of (x) the satisfaction or waiver of each such condition and (y) the termination of this Agreement in accordance with its terms; PROVIDED, HOWEVER, that Purchaser shall not be required to extend the Offer as provided in this sentence if any such condition (other than the Financing Condition) is incapable of being satisfied. In addition, without limiting the foregoing, Purchaser may, without the consent of the Company, extend the expiration date of the Offer (i) as required by applicable law, (viii) amends pursuant to Section 7.10, and (iii) for up to 5 business days if, on the scheduled or any extended expiration date of the Offer, the Shares validly tendered pursuant to the Offer and not withdrawn represent more than 80% but less than 90% of the outstanding Shares, notwithstanding that all the conditions to the Offer set forth in Annex ANNEX A have been satisfied, so long as to broaden Purchaser waives the scope further satisfaction of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is to be made to a person other than the person condition set forth in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books paragraph (a) 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the OfferAnnex A). (bc) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer is commenced (the "Offer Commencement Date"), Parent and Purchaser shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the “Schedule TO”"SCHEDULE 14D-1") with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActOffer. The Schedule TO 14D-1 shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) Purchase and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”"OFFER DOCUMENTS"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning shall mail the applicable Offer Documents to the stockholders of the Company that may be required by as soon as practicable after filing with the SEC. The Offer Documents shall comply in all material respects with the provisions of applicable federal securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documentslaws. Each of ParentParent and Purchaser, Purchaser on the one hand, and the Company agrees to Company, on the other hand, shall correct promptly any information provided by it for use in the Offer Documents that which shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO14D-1, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to holders of the Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on upon the Offer Documents prior to such documents their being filed with with, or sent to, the SEC or disseminated to holders of SharesSEC. Parent and Purchaser shall agree to provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments andcomments. (d) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase all the Shares that Purchaser becomes obligated to purchase pursuant to the Offer. (e) Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, subject local or foreign tax law; PROVIDED, HOWEVER, that Purchaser shall promptly pay any amounts deducted and withheld hereunder to providing the applicable Governmental Entity, shall promptly file all Tax Returns and reports required to be filed in respect of such deductions and withholdings, and shall promptly provide to the Company proof of such payment and its counsel with a reasonable opportunity to participate in the response copy of Parent or Purchaser, shall respond to any all such comments from the SEC regarding the Offer DocumentsTax Returns and reports.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 9.01 and that none a failure to satisfy any of the events conditions set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingI hereto, Purchaser shall commence the Offer Merger Subsidiary shall, as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after following the initial public announcement of Purchaser’s intention the terms of this Agreement, commence an offer (the "Offer") to commence purchase all of the Offeroutstanding shares of common stock, par value $.01 per share (the "Shares"), including the associated Rights (defined below in Section 4.1(c)) of the Company at a price of $30.50 per Share (including such associated Rights), net to the seller in cash. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (that there shall be validly tendered in accordance with the “Minimum Condition”) that at least terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares that shall constitute which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least a majority of the then total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to issue (such total number of outstanding Shares on a being hereinafter referred to as the "Fully Diluted Basis shall have been validly tendered Shares") (the "Minimum Condition") and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A I hereto. Purchaser Parent and Merger Subsidiary expressly reserves reserve the right to waive any such condition, the conditions to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; providedprovided that, howeverwithout the written consent of the Company, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) which changes the form of consideration to be paid paid, decreases the price per Share or the number of Shares sought in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A heretoI, changes or waives the Minimum Condition, extends the Offer (vi) amends except as set forth in the conditions following sentence), or makes any other change to any condition to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that I which is adverse to the holders of Shares. Notwithstanding Subject to the foregoing, Purchaser shall from time terms of the Offer in this Agreement and the satisfaction (or waiver to time, (ithe extent permitted by this Agreement) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to Merger Subsidiary shall accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to Offer as soon as practicable after the applicable rules expiration date of the SEC Offer and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment shall pay for all such Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, promptly after acceptance; provided that Merger Subsidiary may extend the Offer after if, at the acceptance scheduled expiration date of Shares thereunder the Offer or any extension thereof any of the conditions to the Offer shall not have been satisfied, until such time as such conditions are satisfied or waived, and Merger Subsidiary may extend the Offer for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective (which is not a condition to the Offer) that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration date of the Offer (as so extended), ) and not withdrawn a number of Shares whichShares, which together with Shares then owned by Parent and PurchaserMerger Subsidiary, represents at least 90% of the then outstanding Shares on a Fully Diluted BasisShares. If Subject to Section 9.1, if the payment equal to the Per Share Amount condition set forth 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 clause (ii) of the Company, it shall be a condition first paragraph 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 Annex I is not satisfied as of the payment date the Offer would otherwise have expired, Merger Subsidiary shall extend the Offer until the earlier of (i) the date that is 30 days after the first scheduled expiration date and (ii) the date the condition set forth in clause (ii) of the Per Share Amount to a person other than the registered holder first paragraph of the certificate surrendered, or shall have established to the reasonable satisfaction of Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the OfferAnnex I is satisfied. (b) As promptly soon as reasonably practicable on the date of commencement of the Offer, Parent and Merger Subsidiary shall cause Purchaser to (i) file with the SEC (defined below in Section 4.1(a)) a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) 14D-1 with respect to the Offer which will contain the offer to purchase and form of the related letter of transmittal (together with any supplements or amendments thereto, collectively the "Offer Documents") and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange ActShares. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser Merger Subsidiary and the Company each agrees promptly to correct promptly 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 . Parent and Purchaser further Merger Subsidiary agree to take all steps necessary to cause the Schedule TO, Offer Documents 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, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents Schedule 14D-1 prior to such documents its being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer DocumentsSEC.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with pursuant to Section 9.01 7.1 and that none of the events set forth in clauses clause (a) through (iiii) of Annex A hereto I shall have occurred or be continuingexisting, Purchaser shall, and Parent shall commence the Offer as cause Purchaser to, promptly as reasonably practicable after the date hereof, (but in no event later than five (5) business days after days) following the initial public announcement of Purchaser’s intention to the execution of this Agreement commence (within the Offer. meaning of Rule 14d-2 under the Exchange Act) the Offer at the Offer Price. (b) The obligation obligations of Purchaser to consummate the Offer and to accept for payment and pay for any of the Shares tendered pursuant to the Offer shall be subject to the conditions set forth on Annex I, including that a minimum of sixty-seven percent (i67%) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then Shares outstanding Shares on a Fully Diluted Basis shall have been fully diluted basis (including for purposes of such calculation all Shares issuable upon the cash exercise of all vested and unvested stock options, warrants and conversion of convertible securities or other rights to purchase or acquire Shares) being validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto"Minimum Condition"). Purchaser expressly reserves the right to waive any such condition, to increase the price The ----------------- per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser amount shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence Offer and subject to reduction for any applicable federal back-up or other applicable withholding or stock transfer taxes. The Offer shall remain open until 12:00 Midnight, New York City time, on the applicable rules date that is twenty (20) business days following the commencement of the SEC Offer; which shall be the "Expiration Date," unless Purchaser extends the Offer as permitted ---------------- by this Agreement, in which case the "Expiration Date" means the latest time and --------------- date to which the Offer is extended. (c) Purchaser expressly reserves the right in its sole discretion to waive any conditions to the Offer (other than the condition set forth in clause (i) unless agreed to by the Company or (iii)(E) of Annex I), to increase the price per Share payable in the Offer, to extend the duration of the Offer, or to make any other changes in the terms and conditions of the Offer, Purchaser expressly reserves provided, however, -------- ------- that no such change may be made which decreases the right price per Share payable in the Offer, reduces the maximum number of Shares to delay payment for Shares solely be purchased in order the Offer, imposes conditions to comply the Offer in whole addition to those set forth in Annex I or amends any other material terms of the Offer in part with applicable Lawsa manner materially adverse to the Company's shareholders, and provided, further, that the Offer may not, -------- ------- without the Company's prior written consent, be extended beyond the Expiration Date. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under Notwithstanding the Exchange Act. foregoing, Purchaser may, and without the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms consent of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 Company but upon notification 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) file with extend the SEC a Tender Offer Statement on Schedule TO offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (together with all amendments and supplements thereto, the “Schedule TO”"SEC") with respect or the staff thereof applicable --- to the Offer and (ii) cause make available a subsequent offering period (within the Offer Documents to be disseminated to all holders meaning of Shares in accordance with Rule 14d-4 promulgated 14d-11 under the Exchange Act. ) which shall not exceed ten (10) business days. (d) The Schedule TO Offer shall contain or shall incorporate be made by reference 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. Concurrently with the commencement of the Offer, Parent and Purchaser shall file with the SEC a tender offer statement on Schedule TO reflecting the Offer (together with all exhibits, amendments and supplements thereto, the "Schedule TO"). Upon the terms and subject to the ----------- conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will purchase by accepting for payment and will pay for Shares validly tendered and not properly withdrawn, as promptly as practicable after the Expiration Date. The Schedule TO will contain or will incorporate by reference the Offer to Purchase”Purchase (or portions thereof) and forms of the related letter of transmittal and any related summary advertisement advertisements (the which Schedule TO, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being are referred to herein collectively as the “"Offer Documents”"). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, --------------- Purchaser and the Company agrees agree promptly to correct promptly any information provided by it any of them for use in the Offer Documents that shall have become false or misleading in any material respectmisleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, TO as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment The Offer Documents will, on the Offer Documents prior to such documents being filed date filed, comply in all material respects with the SEC or disseminated to holders all provisions of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsapplicable federal securities laws.

The Offer. (a) Provided that this Agreement nothing shall not have occurred that, had the Offer been terminated commenced, would result in accordance with Section 9.01 and that none a failure to satisfy any of the events conditions set forth in clauses Annex I hereto (a) through other than the conditions described in Paragraphs (i), (ii) ----- - and (iii) of Annex A hereto shall have occurred or be continuingI), Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in ----- - no event later than five seven (57) business days after following the initial public announcement of Purchaser’s intention to the terms of this Agreement, Merger Sub shall, and Purchaser shall cause Merger Sub to, commence the OfferOffer at a price of $18.25 per share of Company Common Stock, net to the stockholders of the Company in cash (the "Offer Price"). The obligation of Purchaser to accept for payment Shares tendered pursuant to the ----- ----- Offer shall be subject only to (i) the condition (that there shall be validly tendered in accordance with the “Minimum Condition”) that terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Purchaser and/or Merger Sub, represents at least the number of Shares that shall constitute a majority of the then shares of Company Common Stock outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to fully-diluted basis (the expiration of the Offer "Minimum Condition"), and (ii) the satisfaction of each of the ------- --------- other conditions set forth in Annex A heretoI hereto (collectively with the Minimum ----- - Condition, the "Offer Conditions"). Purchaser Merger Sub expressly reserves the right to ----- ---------- waive any such condition, to increase of the price per Share payable in the Offer, Offer Conditions and to make any other changes change in the terms and conditions of the Offer; providedor Offer Conditions, howeverprovided that, that unless previously approved by the Company in writing no change or waiver may be made that that, without the -------- ---- prior written consent of the Company, waives or changes the Offer Conditions described in Paragraphs (i) amends or waives the Minimum Condition), (ii) decreases the price per Share payable in the Offer), (iiiiv)(a) or (h) of Annex I hereto, changes the ----- - form of consideration to be paid in the Offer, (iv) reduces decreases the maximum Offer Price or the number of Shares to be purchased shares of Company Common Stock sought in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer I hereto or (viii) makes any other change to any of the terms and conditions of the Offer that is otherwise ----- - materially adverse to the holders stockholders of Shares. Notwithstanding the foregoingCompany. (b) Merger Sub may, Purchaser shall from time to time, without the consent of the Company, (iA) extend the Offer, if, at the scheduled or extended expiration date of the Offer, any of the Offer Conditions shall have not been satisfied or waived, until such time as either (A) all of the such conditions to the Offer have been are satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01waived, for one or more periods of not more than ten (10) business days each beyond each, but in no event ending later than October 31, 2000 (the "Latest Expiration Date"); provided, that, if ------ ---------- ----- -------- ---- at the scheduled or extended expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration date of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, Offer Conditions set forth in Paragraph (ii) of Annex I hereto shall not be have been ----- - satisfied as of such date, then, at the Company's request, Merger Sub shall extend the Offer until such time as such conditions are satisfied or waived, for one or more periods of not more than ten (10) business days each, but in no event ending later than the Latest Expiration Date; provided, further, however, -------- ------- ------- that, notwithstanding this clause (A), if, at the scheduled expiration date of the Offer, all of the Offer Conditions shall have been satisfied or waived other than the Minimum Condition (other than a condition under Paragraphs (iv)(e) or (iif) of Annex I under circumstances where the Company is entitled to cause an extension ----- - pursuant to the next proviso), Merger Sub may extend (and shall extend, if requested by the Company) the Offer beyond such scheduled expiration date for only one period of not more than twenty (20) business days from such date, in the event of an extension by Purchaser, and not more than ten (10) calendar days from such date, in the event of an extension requested by the Company; provided, -------- further, however, that notwithstanding this clause (A), if, at the scheduled ------- ------- expiration date of the Offer, all of the Offer Conditions shall have been satisfied or waived (other than the Minimum Condition in circumstances where the Company is entitled to cause an extension pursuant to the preceding proviso) other than the conditions set forth in Paragraphs (iv)(e) and/or (f) of Annex I ----- - and the cure periods set forth in Paragraphs (iv)(e) or (f) of Annex I shall ----- - have not expired, at the request of the Company, Purchaser shall extend the Offer for the remainder of the applicable cure period, but not beyond the Latest Expiration Date; (B) extend the Offer for any period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “"SEC”), ") --- or the its staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shallOffer or any period required by applicable law; (C) extend the Offer on one occasion for an aggregate period of not more than ten (10) business days beyond the latest expiration date described in clause (A) or clause (B) of this Section 1.01(b), subject only to applicable withholding if on such expiration date all of taxes, be net the conditions to the seller in cashOffer, upon including the terms and subject to Minimum Condition, are satisfied or waived but the conditions number of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares shares of Company Common Stock validly tendered and not withdrawn as promptly as practicable following is less than 90% of the acceptance outstanding shares of Shares for payment pursuant Company Common Stock on a fully diluted basis; and (D) extend the Offer beyond the latest expiration date, if on such expiration date, all of the conditions to the Offer, including the Minimum Condition, are satisfied or waived, to include a "subsequent offering period" as such term is defined in Rule 14d-11 of the rules and regulations of the SEC; provided, that Merger Sub shall not be permitted to extend the Offer pursuant to -------- ---- this clause (D) unless Merger Sub shall, and Purchaser shall cause it to, first accept and promptly pay for all shares of Company Common Stock tendered prior to the expiration of the initial offering period, as it may have been previously extended in accordance with this Section 1.01(b), and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension; provided further, that Merger Sub may not, without the consent of the -------- ------- Company, extend the Offer pursuant to this clause (D) for more than fifteen (15) business days from the expiration of the initial offering period as it may have been previously extended pursuant to this clause (D). Notwithstanding Upon the immediately preceding sentence prior satisfaction or waiver of all the conditions to the Offer, and subject to the applicable rules of the SEC and the terms and conditions of the Offerthis Agreement, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser mayMerger Sub will, and the Offer Documents (as defined below) shall reserve the right Purchaser will cause Merger Sub to, extend the Offer after the acceptance of Shares thereunder accept for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tenderedpayment, purchase and pay for, in accordance with the terms of the Offer, prior all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as promptly as practicable after the expiration of the Offer (as so extended)Offer. Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and not withdrawn a number pay for, pursuant to the Offer. Following the purchase of Shares whichshares of Company Common Stock pursuant to the Offer, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 Merger Sub 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in use their reasonable best efforts to complete the Offertransactions contemplated by this Agreement as soon thereafter as possible. (bc) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent Purchaser and Merger Sub shall cause Purchaser to (i) 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 (such Schedule TO and (ii) cause such documents included -- therein pursuant to which the Offer Documents to will be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documentsmade, together with all any supplements and or amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company Offer Documents shall promptly furnish comply ----- --------- as to Parent form in all material respects with the requirements of the Exchange Act (as defined herein) and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Company Common Stock, 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 ParentPurchaser, Purchaser Merger Sub and the Company each agrees promptly to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Purchaser and Parent and Purchaser further Merger Sub agree to take all steps necessary to cause the Schedule TO, TO as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Sharesshares of Company Common Stock, in each case as as, and to the extent required extent, required, by applicable U.S. federal securities Lawslaws. Parent and Purchaser shall give the The Company and its counsel a reasonable shall be given an opportunity to review and comment on the Offer Documents prior to such documents their being filed with the SEC or disseminated to the holders of Sharesshares of Company Common Stock. Parent and Purchaser Merger Sub shall provide the Company and its counsel with any comments that ParentPurchaser, Purchaser Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentscomments.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingAgreement, Purchaser shall, and Parent shall cause Purchaser to use commercially reasonable efforts to commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than within five (5) business days after Business Days from the initial public announcement date hereof (and in any event Purchaser shall, and Parent shall cause Purchaser to, commence within ten (10) Business Days from the date hereof), the Offer within the meaning of Purchaser’s intention to commence the Offerapplicable rules and regulations of the SEC. The obligation obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment Shares payment, and pay for, any shares of the Company Common Stock tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of the Company Common Stock that, together with shares of the Company Common Stock already owned by Parent and Purchaser or their respective Affiliates, which shall include, for the avoidance of doubt, Xxxxxx X. Xxxxxxxx, would represent at least a majority of the Fully Diluted Shares (the “Minimum Tender Condition”) and (ii) the satisfaction of each satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex A heretoExhibit C as such conditions may be modified in accordance with the express terms of this Agreement. The initial expiration date of the Offer shall be midnight (New York City time) on the twentieth (20th) Business Day following commencement of the Offer (determined using Rule 14d-1(g)(3) of the Exchange Act). Purchaser expressly reserves the right in its sole discretion to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Purchaser shall not (i) reduce the number of shares of the Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit C or modify any such conditioncondition set forth in Exhibit C in any manner adverse to the Company or the holders of the Company Common Stock, to increase (v) except as otherwise provided in this Section 2.1(a), extend the price per Share Offer or change the form of consideration payable in the Offer, and Offer or (vii) otherwise amend the Offer in any manner adverse to make any other changes the Company or the holders of the Company Common Stock. The parties hereto agree to cooperate in good faith to modify the terms of the Offer as and conditions if required by the SEC. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; provided, however, that unless previously approved by the Company in writing no change may Purchaser shall not be made that (i) amends or waives the Minimum Conditionrequired to, (ii) decreases the price per Share payable in the Offerand Parent shall not be required to cause Purchaser to, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to extend the Offer in addition to those set forth in Annex A heretobeyond the Outside Date. In addition, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) unless this Agreement is has been terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under its terms, if at the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) otherwise scheduled expiration date of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or i) any subsequent scheduled expiration of the Offer, any of the conditions condition to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any ruleis not satisfied, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay extend the Offer for all Shares validly tendered one (1) or more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may be agreed to by the Company) and (ii) if the Marketing Period has not withdrawn as promptly as practicable following ended at the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules time of the SEC and the terms and conditions satisfaction or waiver of the Offerconditions set forth in Exhibit C, Purchaser expressly reserves the right to delay payment for Shares solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right Parent may cause Purchaser to, extend the Offer to a date that is not more than (2) two Business Days after the acceptance end of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of Marketing Period; provided, however, that Purchaser shall not less than three nor more than 20 business days be required to, and Parent shall not be required to meet cause Purchaser to, extend the objective that there be validly tendered, in accordance with Offer beyond the Outside Date. On the terms and subject to the conditions of the OfferOffer and this Agreement, prior Purchaser shall, and Parent shall cause Purchaser to, accept and pay for (subject to any withholding of Tax pursuant to Section 3.2(e)) all shares of the Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer (as so extendedit may be extended and re-extended in accordance with this Section 2.1(a), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis). If the payment equal to the Per Share Amount Nothing contained in cash is to be made to a person other than the person this Section 2.1(a) shall affect any termination rights 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the OfferArticle VIII. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Purchaser shall cause Purchaser to (i) file with the SEC 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 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with all any supplements or amendments and supplements thereto, the “Schedule TOOffer Documents”) with respect ). Parent and Purchaser agree to the Offer and (ii) take all steps necessary to cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under shares of the Company Common Stock as and to the extent required by the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent and Purchaser for inclusion in the Schedule TO or the Offer Documentstherein. Each of Parent, Purchaser and the Company agrees to shall promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect and to correct any material omissions therein; and each of Parent and Purchaser further agree to shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TOOffer Documents, as so correctedamended or supplemented, to be filed with the SEC, SEC and the other Offer Documents, as so correctedamended or supplemented, to be disseminated to holders of Sharesthe Company’s stockholders, in each case as and to the extent required by applicable U.S. federal Federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments or discussions, that Parent, Purchaser or their counsel may receive from or engage in with the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments andor the commencement or occurrence of any such discussions. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the stockholders of the Company, subject or responding to providing any comments of the SEC with respect to the Offer Documents, Parent and Purchaser shall provide the Company and its counsel with a reasonable opportunity to participate review and comment on such Offer Documents or response (including the proposed final version thereof), and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company or its counsel. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase any shares of the Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer. (d) Purchaser shall not terminate the Offer prior to any scheduled expiration thereof without the prior written consent of the Company, except in the response event that this Agreement is terminated pursuant to Article VIII. In the event that this Agreement is terminated pursuant to Article VIII prior to any scheduled expiration thereof, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within twenty-four (24) hours of Parent such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Purchaser, or this Agreement is terminated prior to the purchase of shares of the Company Common Stock in the Offer, Purchaser shall respond promptly return, and shall cause any depository acting on behalf of Purchaser to any such comments from return, all tendered shares of the SEC regarding Company Common Stock to the Offer Documentsregistered holders thereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuing, Purchaser shall commence the Offer as As promptly as reasonably practicable after the date hereof, (but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for belowexecution hereof), the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, commence (i) extend within the Offer, until such time as either (A) all meaning of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated 14d-2 under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) following a tender offer (the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act"Offer") for any and all of the Offer outstanding shares of Common Stock, par value $.03 per share (the “Initial Expiration Date”"Shares"), ifof the Company at a price of U.S.$45.00 per Share, at net to the Initial Expiration Date seller in cash (such price, or any subsequent scheduled such other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price") and, subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, any that number of Shares which represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto, shall consummate the Offer in accordance with its terms ("fully diluted basis" means issued and outstanding Shares and Shares subject to Purchaser’s obligation issuance under Company Option Plans (as defined in Section 2.4) and Shares subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock). The obligations of the Purchaser to commence the Offer and to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer and to pay for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely in order to comply in whole on or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not properly withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal shall be subject only to the Per Share Amount Minimum Condition and the other conditions set forth in cash is to Annex A hereto. The Offer shall 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 by means 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “"Offer to Purchase”") containing the terms set forth in this Agreement, the Minimum Condition and forms the conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought or amend any other condition of the related letter Offer in any manner adverse to the holders of transmittal the Shares (other than with respect to insignificant changes or amendments and any related summary advertisement subject to the penultimate sentence of this Section 1.1) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company (the Schedule TO"Company Board") or a duly authorized committee thereof); provided, however, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date; provided, however, that the Purchaser shall, if the Company, Parent and the Purchaser 8 have not obtained the approvals of any Governmental Entity (as defined in Section 3.4) as required under Section 5.4, extend the expiration date for a period of the lesser of (i) 2 business days after the date that all such approvals have been obtained and (ii) 35 days after such initial scheduled expiration date. In addition, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that Price may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SECincreased, and the other Offer Documents, as so corrected, to may be disseminated to holders of Shares, in each case as and extended to the extent required by applicable U.S. federal securities Lawslaw in connection with such increase in each case without the consent of the Company. Parent and The Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment shall, on the Offer Documents terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares validly tendered as soon as it is permitted to do so under applicable law; provided, however, that if, immediately prior to such documents being filed with the SEC or disseminated to holders initial expiration date of Shares. Parent the Offer (as it may be extended), the Shares validly tendered and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect not withdrawn pursuant to the Offer Documents promptly after equal less than 90% of the receipt outstanding Shares, the Purchaser may extend the Offer for a period not to exceed 10 business days, notwithstanding that all conditions to the Offer are satisfied as of such comments and, subject to providing initial expiration date of the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer DocumentsOffer.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 9.01 and that none a failure to satisfy any of the events conditions set forth in clauses paragraphs (a) through (i) of Annex A hereto I hereto, Parent shall have occurred or be continuingshall cause Sub to, Purchaser shall commence the Offer as promptly as reasonably practicable after following the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence the Offer, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (as amended from time to time in accordance with this Agreement, the "Offer") to purchase all of the issued and outstanding shares of common stock, par value $0.005 per share, of the Company (the "Shares" or "Common Stock"), at a price of not less than $10.50 per Share, net to the seller in cash. For purposes of this Article I, the party which makes the Offer, whether Parent or Sub, shall be referred to as the "Offeror." The obligation of Purchaser Offeror to accept for payment and to pay for any Shares tendered pursuant to in the Offer shall be subject only to (i) the condition (that there shall be validly tendered in accordance with the “Minimum Condition”) that at least the number of Shares that shall constitute a majority terms of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with any Shares then owned by Parent or Sub, represents at least ninety (90%) percent of the Shares outstanding on a fully-diluted basis (the "Minimum Condition"), (ii) the satisfaction receipt of each cash proceeds of the Financing (as defined in Section 4.2(d) of this Agreement) in an amount sufficient to consummate the transactions contemplated hereby pursuant to the terms of the Commitments (as defined in said Section 4.2(d)) or such other terms as Parent and the Company shall agree or as are not materially more onerous than as set forth in the Commitments (the "Financing Condition") and (iii) the other conditions set forth in Annex A I hereto. Purchaser Offeror expressly reserves the right in its sole discretion to waive any such conditioncondition (including the Minimum Condition, provided that no such waiver of the Minimum Condition shall decrease the Minimum Condition to less than sixty-six and two-thirds (66 2/3%) percent), to increase the price per Share payable in the Offer, to extend the Offer and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that writing, Offeror will not (i) amends or waives the Minimum Condition, (ii) decreases decrease the price per Share payable in the Offer, (iiiii) changes the form of consideration to be paid in the Offer, (iv) reduces decrease the maximum number of Shares to be purchased in the Offer, (viii) imposes impose conditions to the Offer in addition to those set forth in Annex A I hereto, (viiv) amends change the conditions to the Offer set forth in Annex A so any material respect adverse to the Company, (v) except as to broaden provided in the scope of such conditions to next sentence, extend the Offer, (viivi) extends, except as provided for below, change the form of consideration payable in the Offer or (viiivii) makes amend any other change to any of the terms and conditions term of the Offer that is in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, Purchaser shall from time to timeOfferor may, without the consent of the Company, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been satisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the any scheduled expiration date, which initially shall be date (the initial scheduled expiration date being 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”)Offer) for a period not to extend beyond July 31, if1998, if at the Initial Expiration Date or any subsequent scheduled expiration date of the Offer, any of the conditions to Purchaser’s Offeror's obligation to accept for payment Sharespayment, and pay for, Shares (including, with respect to the Financing Condition, the consummation of the sale of the Senior Notes (as defined in Section 4.2(d)) shall not be satisfied or waived, until such time as such conditions are satisfied or waived or and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position or interpretation of the Securities and Exchange Commission (the “"SEC”), ") or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 limitations regarding the terms and conditions of the Offer, Purchaser expressly reserves as set forth in the right second preceding and the immediately preceding sentences, shall not be applicable in the event this Agreement is terminated pursuant to delay Section 8.1(d) of this Agreement. Subject to the terms and conditions of the Offer and this Agreement, Offeror shall accept for payment , and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Offeror becomes obligated to accept for Shares solely in order payment, and pay for, pursuant to comply in whole or in part with applicable Laws. Any such delay shall be effected in the Offer as soon as practicable after expiration of the Offer, subject to compliance with Rule 14e--1(c14e-1(c) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days Subject to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer. (b) As promptly as reasonably practicable on the date of commencement conditions of the Offer, Parent shall and Sub will each use its reasonable best efforts to take, or cause Purchaser to (i) 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 and (ii) cause the Offer Documents to be disseminated taken, all actions and to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain do, or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with done, all things necessary, proper or advisable under applicable laws and regulations to consummate the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer DocumentsOffer.

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Section 9.01 and that none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred or be continuingArticle 8, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereofof this Agreement, but in no event later more than five ten (510) business days Business Days after the initial public announcement date of Purchaser’s intention to this Agreement, Purchaser will (and Parent will cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant . (b) Upon the terms and subject to the Offer shall be subject to (i) conditions set forth in this Agreement, including the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority prior satisfaction of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered Minimum Condition and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each or waiver by Purchaser of the other conditions set forth in Annex A heretoI (collectively, the “Offer Conditions”), Purchaser will (and Parent will cause Purchaser to), as promptly as practicable after the Expiration Date (as it may be extended in accordance with this Section 1.1), consummate the Offer in accordance with its terms and accept for payment and promptly thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer. (c) The Offer will be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any such condition, to increase Offer Condition other than the price per Share payable in the OfferMinimum Condition, and to (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless previously approved otherwise provided by this Agreement, without the prior written consent of the Company (which the Company may withhold in writing no change may be made that its sole discretion), Purchaser will not (iA) amends or waives decrease the Minimum ConditionOffer Price, (iiB) decreases change the price per Share form of consideration payable in the Offer, (iiiC) changes the form of consideration to be paid in the Offer, (iv) reduces decrease the maximum number of Shares subject to be purchased in the Offer, (vD) imposes impose conditions to the Offer in addition to those set forth in Annex A heretothe Offer Conditions, (viE) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer amend or (viii) makes any other change to modify any of the terms and conditions of the Offer Conditions in any manner that is adverse to the adversely affects holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (iF) amend or modify the Minimum Condition, or (G) extend or otherwise change the Offer, until such time Expiration Date in a manner other than as either (A) all required or permitted by this Agreement. Parent and Purchaser may waive the Minimum Condition only with the prior written consent of the conditions Company, which may be granted or withheld in the Company’s sole discretion. The Offer may not be terminated or withdrawn prior to the Offer have been satisfied or waived or (B) Expiration Date, unless this Agreement is terminated in accordance with Article 8. (d) Unless extended pursuant to Section 9.01and in accordance with the terms of this Agreement, the Offer will expire at 11:59:59 (New York City time) on the date that is twenty (20) business days (for one this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date on which the Offer is first commenced (within the meaning of Rule 14d-2 under the Exchange Act) (the “Initial Expiration Date”) or, in the event the Offer has been extended beyond the Initial Expiration Date pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (such Initial Expiration Date, or more such later date and time to which the Offer has been extended pursuant to and in accordance with this Agreement, the “Expiration Date”). (e) Purchaser will, and Parent will cause Purchaser to, extend the Offer from time to time as follows: (i) if on the applicable Expiration Date, any of the Offer Conditions (including the Minimum Condition) have not been satisfied or, to the extent waivable by Parent or Purchaser pursuant to this Agreement, waived by Parent or Purchaser, then Purchaser will extend the Offer for successive periods of not more than ten (10) business days Business Days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”determined by Purchaser), ifor such other period as may be agreed by Parent and the Company, at to permit the Initial Expiration Date or any subsequent scheduled expiration satisfaction of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or such Offer Conditions; and (ii) Purchaser will extend the Offer for any the minimum period required by any ruleapplicable Legal Requirements, regulation, interpretation or position or interpretation of the Securities and Exchange Commission SEC or its staff or NASDAQ or its staff. Nothing in this Section 1.1(e) will (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause A) require Purchaser to, pay for all Shares validly tendered and without the Company’s prior written consent Purchaser will not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right permitted to, extend the Offer beyond the End Date, or (B) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Section 8.1. Neither Parent nor Purchaser will extend the Offer in any manner other than pursuant to and in accordance with the provisions of this Section 1.1(e) without the prior written consent of the Company. (f) The Offer Price will be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the acceptance date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price will provide to the holders of Shares thereunder for a further period Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) will be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of time by means of a subsequent offering period under Rule 14d-11 promulgated under this Agreement. (g) Neither Parent nor Purchaser will terminate or withdraw the Exchange Act of not less than three nor more than 20 business days Offer prior to meet the objective that there be any applicable Expiration Date unless this Agreement is validly tendered, terminated in accordance with the terms hereof. If this Agreement is terminated pursuant to the terms hereof, then Purchaser will (and Parent will cause Purchaser to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, prior will not acquire any Shares pursuant to the expiration of the Offer (as so extended)Offer, and not withdrawn a number will cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. 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 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 Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offerholders thereof. (bh) As promptly as reasonably practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent shall cause and Purchaser to will (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect that will contain or incorporate by reference (A) the Offer to Purchase and form of the related letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made, and (B) a notice to the Offer Company’s stockholders informing such stockholders of their rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL, and (ii) cause the Offer Documents to Purchase and related documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under Shares. Parent and Purchaser agree that they will cause the Exchange Act. The Schedule TO shall contain and all exhibits, amendments or shall incorporate by reference an offer to purchase supplements thereto (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TOcollectively, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish ) filed by either Parent or Purchaser with the SEC to Parent comply in all material respects with the Exchange Act and Purchaser in writing all information concerning the Company that may be required by rules and regulations thereunder and other applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer DocumentsLegal Requirements. Each of Parent, Purchaser and the Company agrees to will promptly correct promptly any information provided by it or any of its Representatives for use in the Offer Documents if and to the extent that shall such information will have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps supplement the information contained in the Offer Documents to include any information that will become necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent further will use all reasonable efforts to promptly cause the Schedule TO, Offer Documents as so corrected, corrected or supplemented to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities LawsLegal Requirements. The Company will promptly furnish or otherwise make available in writing to Parent and Purchaser shall give or Parent’s legal counsel all information concerning the Acquired Companies and the Company’s stockholders that is required or is reasonably requested by Parent to be included in the Offer Documents. The Company and its counsel a will be given reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed the filing thereof with the SEC or disseminated to holders of SharesSEC. Parent and Purchaser shall agree to provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response comments. Each of Parent or Purchaser, shall and Purchaser will respond promptly to any such comments from of the SEC regarding or its staff with respect to the Offer DocumentsDocuments or the Offer. (i) Parent will cause to be provided to Purchaser on a timely basis all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer, and will cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance The Primary Borrower, Xxxxx 2 and Bidco each undertake with Section 9.01 and that none each of the events set forth in clauses Finance Parties that it shall (a) through or shall procure that Bidco shall, as applicable): (i) until the earlier of Annex A hereto shall have occurred the date the Offer lapses or be continuingis finally closed, Purchaser shall commence comply in all material respects with the Code, the Financial Services Xxx 0000 and the Act and all other applicable laws and regulations relevant in the context of the Offer; (ii) provide the Facility Agent with such information regarding the progress of the Offer as it may reasonably request and, provided no breach of the Code would result, all material written advice given to it in respect of the Offer; (iii) not declare the Offer unconditional at a level of acceptances below that required by Rule 10 of the Code; (iv) ensure that at no time shall circumstances arise whereby a mandatory offer is required to be made by the terms of Rule 9 of the Code in respect of the Target Shares; (v) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), waive, amend or agree or decide not to enforce, in whole or in part, the conditions of the Offer set out in paragraphs (c) (Referral) or (b) (Coalco Disposal Agreement) of Appendix 1 to the Press Release; (vi) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), such consent not to be unreasonably withheld or delayed, waive, amend (but not including extending the Offer period, which shall be at the Primary Borrower's discretion provided that the Offer is closed within the period required by clause 10.4(f) below) or agree or decide not to invoke, in whole or in part, in any material respect, any of the other material conditions of the Offer (and the Primary Borrower, Xxxxx 2 and Bidco acknowledge that the total Indebtedness of the Target Group requiring to be refinanced, and the amount of any contingent liabilities of the Target Group which would or might crystallise upon the Offer becoming unconditional, are material), provided that the Primary Borrower, Xxxxx 2 and Bidco shall not be in breach of this clause (vi) if they fail to invoke a condition of the Offer because the Takeover Panel has directed that they may not do so. (b) Each of the Primary Borrower, Xxxxx 2 and Bidco acknowledges and confirms to the Finance Parties that if any event or circumstance occurs which under the conditions of the Offer may entitle Bidco to lapse the Offer, Bidco will promptly as reasonably practicable after notify the date hereofFacility Agent and if in the reasonable opinion of the Majority Banks such event or circumstance would have a material and adverse affect on the ability of the Borrowers to comply with their material obligations under this Agreement (or the adequacy of the facilities available for refinancing indebtedness or other liabilities of the Target Group) and the Facility Agent acting on the instructions of the Majority Banks so requests, but in no event later than five (5) business days after Bidco will promptly seek the initial public announcement consent of Purchaser’s intention the Takeover Panel to commence lapse the Offer. The obligation of Purchaser If the Takeover Panel consents to accept for payment Shares tendered pursuant to Bidco's lapsing the Offer in the light of such event or circumstance, Bidco shall be subject to then lapse the Offer promptly. (c) Each of the Primary Borrower, Xxxxx 2 and Bidco shall keep the Arrangers informed and consult with them as to: (i) the condition (the “Minimum Condition”) that at least the number terms of Shares that shall constitute a majority any undertaking or assurance proposed to be given by it, any of its Affiliates or any member of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior Target Group to the expiration Director General, the Director General of Gas Supply or the Offer Secretary of State for Trade and Industry in connection with the Offer; (ii) the satisfaction terms of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change modification to any of the Licences proposed in connection with the Offer; (iii) any terms proposed in connection with any authorisation or determination necessary or appropriate in connection with the Offer; If the Majority Banks (acting reasonably) state that in their opinion such proposed undertakings(s), assurance(s), modification(s) and/or term(s), or compliance therewith, would materially and conditions adversely affect the ability of the Group to comply with its material obligations under the Finance Documents, Bidco shall promptly request the Takeover Panel to confirm (and shall use its reasonable endeavours to ensure that the Takeover Panel does confirm) that the Takeover Panel will not object to the lapsing of the Offer that is adverse to as a result of the holders non-satisfaction of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all whichever of the conditions in Appendix 1 to the Press Release is relevant, provided that Bidco will not be obliged to lapse the Offer have been satisfied as a result of any proposed modifications of any Licence or waived any proposed undertakings or (B) this Agreement is terminated pursuant to Section 9.01assurances from the Primary Borrower, for one Xxxxx 2, Bidco or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) any member of the Offer Target Group to be given to the Director General to the extent that such modifications, undertakings or assurances (as the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (iicase may be) extend the Offer for any period are no more onerous than those set out and required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (Director General from Pacificorp and/or the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (as defined below) shall reserve the right to, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, Target Group in accordance with the terms of the Monopolies and Mergers Commission Report dated 19 December 1997 into the original Pacificorp offer for the Target. If the Takeover Panel gives a confirmation substantially in those terms, Bidco shall at the earliest opportunity declare the Offer lapsed by reason of the non- fulfilment of such condition(s). (d) Each of the Primary Borrower, Xxxxx 2 and Bidco acknowledges and confirms to the Finance Parties that the Offer, prior or an accompanying circular to shareholders of the Target, should also contain a super class one resolution to be passed by the shareholders of the Target, seeking approval of the completion of the Coalco Disposal Agreement with effect on and from the Unconditional Date. Where the context permits, all references in this Agreement (and in the Offer) to the expiration Offer being accepted and/or becoming unconditional shall be construed to include such approval being granted. (e) Each of the Primary Borrower, Xxxxx 2 and Bidco undertakes to the Finance Parties that within 15 days of the date on which acceptances of the Offer (as so extended), and are received from holders of not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least less than 90% of the then outstanding Target Shares on to which the Offer relates, Bidco shall procure that a Fully Diluted Basis. If the payment equal director of Bidco issues a statutory declaration pursuant 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 section 429(4) of the CompanyCompanies Xxx 0000, 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 gives notice to all transfer and other taxes required by reason remaining holders of the payment Target Shares that it intends to acquire their shares pursuant to section 429 of the Per Share Amount to a person other than the registered holder of the certificate surrenderedCompanies Xxx 0000, or and Bidco shall have established to the reasonable satisfaction of Purchaser that subsequently purchase all such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offershares. (bf) As promptly as reasonably practicable on Each of the Primary Borrower, Xxxxx 2 and Bidco undertakes to the Finance Parties that Bidco shall in any event give notice to close the Offer no later than 120 days after the date of commencement of this Agreement, unless the Offer, Parent shall cause Purchaser Arrangers agree in their absolute discretion to (i) 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 and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and extend such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documentsperiod.