Common use of The Offer Clause in Contracts

The Offer. Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuing, as promptly as practicable, the 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 that the Buyer shall cause a Subsidiary of 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. 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that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiver.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.01 and (ii) none of the events or circumstances set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred or be existing, Purchaser agrees to, and be continuingParent agrees to cause Purchaser to, commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary first public announcement of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any execution hereof. Parent and all of the Company Shares. In the event Purchaser agree that the Buyer shall cause a Subsidiary obligation of the Buyer Purchaser to commence the Offer, each reference to the Buyer in this Article I accept for payment and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pay for Shares tendered 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: conditions that (i) the condition that there shall be number of Shares validly tendered in accordance and not withdrawn prior to the expiration of the Offer, combined with the terms Shares already owned by Parent, Purchaser or any of their affiliates, constitute at least 60% of the then outstanding Shares at the expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITIONMinimum Stock Condition"); and , (ii) Purchaser has acquired or is simultaneously acquiring not less than 66 2/3% in the aggregate principal amount of the outstanding Notes (the "Note Purchase Condition"), and (iii) also shall be subject to the satisfaction of the other conditions set forth in Annex I. The Buyer A. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or 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, that Parent and Purchaser agree that no change may be made that: (1) without the consent of the Company which decreases the Offer Price; (2) price per Share payable in the Offer, which changes the form or combination of consideration to be paid in the Offer; (3) , which reduces the maximum number of Company Shares to be purchased in the Offer; (4) , which eliminates the Note Purchase Condition, which reduces the Minimum Stock Condition to below 51% of the then outstanding Shares, which otherwise modifies or amends the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditions, Offer or otherwise amend any other material term of the Offer in a manner that is materially adverse to the Company Shareholders; (5) holders of the Shares, which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which extends the expiration date of the Offer beyond January 4, 1999 (except that the Purchaser may extend the expiration date of the Offer through January 9, 1999 as required to comply with any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC")). The Per Share Cash Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, except as provided in Section 1.1(b) or in the next sentence; or (6) amends without limitation, the Minimum Stock Condition), except Purchaser agrees to, and Parent agrees to cause Purchaser to, pay, as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms promptly as practicable after expiration of the Offer, PROVIDED for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser agree that Parent and Purchaser will file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer and the other Transactions (as hereinafter defined). Parent and Purchaser agree that the Buyer shall extend Schedule 14D-1 will contain or will 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 14D-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"). Parent and Purchaser will take all steps necessary to ensure that the Offer Documents will comply in all material respects with the provisions of applicable federal and state securities laws. Parent and Purchaser and the Company agree to correct promptly any information provided by any of them for a period use in the Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of not fewer than 10 Business Days after any such amendment or waiverShares, in each case as and to the extent required by applicable federal securities laws.

The Offer. Provided that As promptly as practicable (i) this Agreement shall not have been terminated but in accordance with Section 7.1 and (ii) none no event later than five business days after the public announcement of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuing, as promptly as practicableexecution hereof), the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT")) a tender offer (the Offer "OFFER") for any and all of the Company Shares. In outstanding shares of Common Stock, par value $.03 per share (the event that the Buyer shall cause a Subsidiary "SHARES"), of the Buyer Company at a price of U.S.$45.00 per Share, net to the seller in cash (such price, or 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, 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 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, each reference to the Buyer in this Article I Offer and Annex I shall be deemed, where applicable, to refer to such Subsidiary. 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 validly tendered on or prior to the expiration of the Offer and not properly withdrawn shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time Minimum Condition and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. A hereto. The Buyer expressly reserves Offer shall be made by means of an offer to purchase (the right to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in "OFFER TO PURCHASE") containing the terms set forth in this Agreement, the Minimum Condition and conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, no change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentenceA hereto. The Buyer expressly reserves the right to 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 Offer in any manner adverse to reduce the percentage holders of Outstanding the Shares (other than with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1) without the written consent of the Company Shares required (such consent to be validly tendered in accordance with authorized by the terms Board of Directors of the Company (the "COMPANY BOARD") or a duly authorized committee thereof); PROVIDED, HOWEVER, that if on the initial scheduled expiration date of the Offer, PROVIDED 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 Buyer shall 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 Price may be increased, and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares validly tendered as soon as it is permitted to do so under applicable law; PROVIDED, HOWEVER, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares validly tendered and not withdrawn pursuant to the Offer equal less than 90% of the 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 not fewer than 10 Business Days after any such amendment or waiverinitial expiration date of the Offer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 Article VIII and (ii) none of subject to the events conditions set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingA (as defined below), as promptly as practicable, but in no event later than five (5) Business Days after the Buyer shall (or shall cause a Subsidiary public announcement of the Buyer to) execution of this Agreement by the parties, Parent shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) ")), the Offer for any and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pursuant to at the Offer ------------ Price. The parties agree such public announcement shall be exchanged for occur promptly after the right to receive the Offer Price from the Buyerexecution and delivery of this Agreement. The obligation of the Buyer Parent 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 the FD Shares and at least a majority of issued and outstanding Shares not owned by FD be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITIONMinimum ------- Condition"); , and (ii) the other conditions set forth in Annex I. The Buyer A hereto ("Annex --------- ----- A"). Parent expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer Price or to make - any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that, unless previously approved by the Company Special Committee (the "Special ------- Committee") of the Board of Directors (the "Company's Board") and the Company's --------- --------------- Board in writing, no change may be made that: which (1i) decreases the Offer Price; , (2ii) changes the form or combination of consideration to be paid in the Offer; , (3iii) reduces the maximum number of Company Shares to be purchased in the Offer; , (4iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex I A to broaden the scope of such conditions, add any additional conditions, or otherwise amend (vi) amends any other material term of the Offer in a manner materially adverse to the Company Shareholders; holders of the Shares, (5vii) extends the Offer, Offer except as provided in Section 1.1(b) or in the next sentence; ), or (6viii) amends the Minimum Condition, except as provided . It is agreed that the conditions set forth in the next sentence. The Buyer expressly reserves the right to amend or waive Annex A other than the Minimum Condition are for the sole benefit of Parent and may be waived by Parent, in whole or in part at any time and from time to reduce time in its sole discretion, other than the percentage Minimum Condition, as to which prior written approval of Outstanding the Special Committee and the Company's Board is required. The failure by Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. The Company agrees that no Shares required to held by the Company or any of its Subsidiaries (as defined in Section 9.2) will be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiver.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 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 (ii) 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 (v)(a) or (v)(b) of Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingcontinuing (and not waived by Parent or Sub in their sole discretion), as promptly as practicableand the obligation of Sub to accept for payment, the 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 purchase and pay for any and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer Shares tendered 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: by Parent or Sub in their sole discretion (ibut subject to the next sentence)) of the condition that there shall be validly tendered conditions set forth in accordance with such Annex A. Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares except that, together with without the Company Shares then owned by prior written consent of the Buyer and its SubsidiariesCompany, represents at least ninety-five percent Sub may not waive the condition in clause (95%i) of the Outstanding Company Shares Annex A (the "MINIMUM CONDITION"); and “Minimum Condition”) or the condition in clause (ii) the other conditions set forth or (iii) of Annex A, and no change in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or 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: which (1i) decreases the Offer Price; Price payable in the Offer, (2ii) changes the form or combination of consideration to be paid in the Offer; , (3iii) reduces the maximum number of Company Shares to be purchased in the Offer; Offer or the minimum number of Shares contemplated by the Minimum Condition, (4iv) amends imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex I to broaden the scope of such conditions, add any additional conditions, A or otherwise amend (v) amends any other material term of the Offer in a manner materially adverse to the Company Shareholders; holders of Shares. Subject to 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 (5the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) extends 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, except . (b) Unless extended as provided in Section 1.1(bthis Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub may, without the consent of the Company, (i) extend the Offer 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 such event or events shall no longer exist, and (ii) extend the next sentence; Offer for any period required by any rule, regulation, interpretation or (6) amends position of the Minimum ConditionSEC or the staff thereof applicable to the Offer. If, except as provided in at the next sentence. The Buyer expressly reserves the right Initial Expiration Time or subsequent expiration time related to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms an extension of the Offer, PROVIDED that including an extension pursuant to this sentence, any of the Buyer 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 Sub to, 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 fewer than 10 Business Days after withdrawn, together with the Shares, if any, held by Parent and Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such amendment wholly owned Subsidiaries of Parent, Parent and Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Sub may (and if the Company so requests Sub shall, and Parent shall cause Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or waivermisleading in any material respect or as otherwise required by applicable Law. Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and 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 any comments or communications, whether written or oral, that Parent, 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 or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 9.01 and (ii) none nothing shall have occurred that would result in a failure to satisfy any of the events conditions set forth in Annex I hereto that would entitle A hereto, not later than five business days after the Buyer not to consummate public announcement of the Offer shall have occurred and be continuingexecution of this Agreement, as promptly as practicable, the Buyer shall (or Parent shall cause a Subsidiary of the Buyer Sub to) , and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) a cash tender offer (the Offer for any and "Offer") to acquire all of the issued and outstanding shares of Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer Common Stock for $11.00 per share (such amount, or any greater amount per share paid pursuant to commence the Offer, each reference the "Per Share Amount"), net to the Buyer seller in this Article I cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign tax laws and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pursuant to the Offer shall be exchanged for the right to receive the Offer Price from the Buyerregulations. The obligation of Sub to consummate the Buyer Offer and to accept for payment and to pay for any shares of Company Shares Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be have been validly tendered and not withdrawn, in accordance with the terms of the Offer and prior to the Expiration Time and not withdrawn expiration date of the Offer, a number of shares of Company Shares that, Common Stock that represents (together with any shares of Common Stock purchased by Sub under the Company Shares then owned by the Buyer and its Subsidiaries, represents Stock Option Agreement) at least ninety-five percent (95%) a majority of the Outstanding shares of Company Shares Common Stock outstanding on a fully diluted basis (the "MINIMUM CONDITIONMinimum Condition"); , and (ii) the other conditions set forth in Annex I. The Buyer A hereto (together with the Minimum Condition, the "Offer Conditions"). Sub expressly reserves the right to increase waive the Offer Price, to waive Minimum Condition or any of the conditions to the other Offer or 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)); PROVIDEDprovided, HOWEVERhowever, that, unless previously approved by without the Company in writingprior written consent of the Company, no change may be made that: which (1i) decreases the Offer Price; Per Share Amount or the number of shares of Company Common Stock sought in the Offer, (2ii) changes the form or combination of consideration to be paid in the Offer; , (3iii) reduces imposes conditions to the number of Company Shares Offer in addition to be purchased in the Offer; (4) amends the conditions those set forth in Annex I to broaden the scope of such conditionsA hereto, add (iv) amends any additional conditionsOffer Condition, or otherwise amend any other material term of (v) except as provided below, extends the Offer in a manner or (vi) is materially adverse to the holders of shares of Company Shareholders; Common Stock. Notwithstanding anything to the contrary in this Agreement, (5i) extends Sub may, in its sole discretion and without the consent of the Company, (A) extend the Offer, except as provided in Section 1.1(b) at any time up to the Outside Termination Date, for one or in more periods of not more than ten business days each, if, at the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms then scheduled expiration date of the Offer, PROVIDED that the Buyer shall 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 fewer more than 10 Business Days after business days, if at that time the number of shares of Company Common Stock duly tendered pursuant to the Offer and not subsequently withdrawn represents less than 90% of the shares of Company Common Stock then outstanding; or (C) extend the Offer for any such amendment period required by any rule, regulation, interpretation or waiver.position of the Securities and Exchange Commission ("SEC") or the staff thereof applicable to the Offer and (ii) if at any scheduled expiration date of the Offer any Offer Condition has not been satisfied or waived by Sub, at the written request of the Company delivered no later than the scheduled expiration date of the Offer, Sub shall, and shall continue to, extend the Offer from time to time for one or more

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 7.01 and (ii) none of the events set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuingexisting, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer. Purchaser shall not, each reference to without the Buyer in this Article I and Annex I shall be deemedconsent of a majority of the Independent Directors, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment any Shares tendered pursuant to the Offer unless at least a majority of the then issued and outstanding Shares, other than Shares owned by Parent and Purchaser, shall be exchanged for have been validly tendered and not withdrawn prior to the right to receive expiration of the Offer Price from (the Buyer"First Minimum Condition"). The obligation of the Buyer Purchaser to accept for payment and to pay for any Company Shares tendered pursuant to the Offer (i) shall be subject only to the satisfaction condition (the "Second Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent and Purchaser shall constitute not less than 90% (or waiver of: (i) such other amount which would allow the condition that there shall Merger to be validly tendered effected without a meeting of the Company's stockholders in accordance with Section 253 of the terms Delaware Law) of the then issued and outstanding Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) shall be subject to the satisfaction of the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition (except the First Minimum Condition), to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or 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, that (i) no change may be made that: (1) which decreases the Offer Price; (2) changes the form or combination of consideration to be paid price per Share payable in the Offer; (3) Offer or which reduces the maximum number of Company Shares to be purchased in the Offer; Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto and (4ii) amends in the event all conditions set forth in Annex I to broaden A shall have been satisfied other than the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Second Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall Purchaser may extend the Offer for a period or periods aggregating not more than 20 business days after the later of (x) the initial expiration date of the Offer and (y) the date on which all other conditions set forth in Annex A shall have been satisfied, after which time Purchaser shall waive the Second Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the First Minimum Condition and the Second Minimum Condition), Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not fewer than 10 Business Days withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the Securities and Exchange Commission (the "SEC") (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer and (ii) 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 and the other transactions contemplated hereby (the "Transactions"). The Schedule 14D-1 and the Schedule 13E-3 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 14D-1, 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"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 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 federal securities laws. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any verbal comments Parent or Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and shall provide the Company and its counsel with a copy of any such amendment written responses and telephonic notification of any verbal responses of Parent, Purchaser or waivertheir counsel.

The Offer. (a) Provided that this Agreement shall not have been --------- terminated in accordance with Article IX hereof and no event shall have occurred which would result in a failure to satisfy any of the conditions set forth in Annex A hereto (the "Offer Conditions") within a reasonable time (but not more than ten business days) after the public announcement of the execution of this Agreement, the Purchaser shall, and the Parent shall cause the Purchaser to, commence the Offer. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto. The obligations of the Purchaser and the Parent to consummate the Offer and to accept for payment and purchase the Shares tendered shall be subject only to the Offer Conditions. The initial expiration date of the Offer shall be the 20th business day following commencement of the Offer. The Purchaser expressly reserves the right to modify the terms of the Offer, provided, however, that without the consent of the -------- ------- Company, the Purchaser shall not, and the Parent shall not permit the Purchaser to (i) reduce the number of shares of Company Common Stock to be purchased in - the Offer, (ii) reduce the Offer Price, (iii) materially modify or add to the -- --- Offer Conditions, including any change to the Minimum Condition (as defined in Annex A), (iv) change the form of consideration payable in the Offer, (v) except -- - as provided below, or as may be required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the "SEC"), change the expiration date of the Offer or (vi) amend any other condition of the -- Offer in any material respect in a manner adverse to the holders of the Shares. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have the right, without the prior consent of the Company, to extend the offer beyond its scheduled expiration date in the following events: (x) if at any - expiration date, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived; (y) for any - period required by applicable law; and (z) if all of the conditions to the Offer - are satisfied or waived, but the number of Shares validly tendered and not withdrawn is less than the amount necessary to effect a parent-subsidiary merger pursuant to Section 252 of the Delaware General Corporation, for a period not to exceed twenty days following the initial expiration date of the Offer. The Offer Conditions are for the sole benefit of the Parent and the Purchaser and may be asserted by the Parent and the Purchaser regardless of the circumstances giving rise to any such Offer Conditions and, subject to the preceding sentence, may be waived by the Purchaser in whole or in part. Subject only to the Offer Conditions, the Purchaser shall, and the Parent shall cause the Purchaser to, pay for all of the Shares validly tendered and not withdrawn pursuant to the Offer (including any subsequent offering period) as soon as legally permissible. In the event that (i) the Minimum Condition (as defined in Annex A) has not been satisfied or (ii) any condition set forth in paragraph (a), (d) or (e) of Annex A is not satisfied or waived at the scheduled expiration date of the Offer, at the reasonable request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the expiration date of the Offer in increments of five business days each until the earliest to occur of (1) the satisfaction or waiver of such condition, (2) Parent - - reasonably determining that such condition to the Offer is not capable of being satisfied on or prior to the thirtieth day following the initial expiration date of the Offer, (3) the termination of this Agreement in accordance with its terms - and (4) the thirtieth day following the initial expiration date of the Offer. - (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article IX hereof and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer no event shall have occurred which would result in a failure to satisfy any of the Offer Conditions, the Parent and be continuingthe Purchaser will file with the SEC, as promptly soon as practicablepracticable after the date hereof, a Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the Buyer "Offer Documents"). Each of Parent, Purchaser and the Company shall (promptly correct any information provided by it for use, or incorporated by reference, 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 shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's shareholders, in each case as and to the extent required by applicable Federal securities laws. The Parent and the Purchaser shall give the Company and its counsel a Subsidiary reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the stockholders of the Buyer to) commence (within Company. The Parent and the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and all of Purchaser will furnish the Company Shares. In the event and its counsel in writing with any comments that the Buyer shall cause a Subsidiary of Parent, the Buyer to commence Purchaser or their counsel may receive from the Offer, each reference to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pursuant SEC or its staff with respect to the Offer Documents, promptly after receipt of such comments and shall be exchanged for provide the right Company and its counsel with a reasonable opportunity to receive participate in the Offer Price from the Buyer. The obligation response of the Buyer Parent or the Purchaser 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waivercomments.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.1 hereof and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingexisting, as promptly as practicablepracticable (but in no event later than five (5) business days after the public announcement of the execution of this Agreement), the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer for any at the Offer Price and, subject to there being validly tendered and all not withdrawn prior to the expiration of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer, each reference 9,158,155 Shares (including Shares owned by Parent, the Purchaser or any affiliates thereof) (the "Minimum Condition") and to the Buyer other conditions set forth in this Article I and Annex I hereto, shall be deemed, where applicable, use its best efforts to refer to such Subsidiary. Each Company Share accepted by the Buyer pursuant to consummate the Offer shall be exchanged for the right to receive the Offer Price from the Buyerin accordance with its terms. The obligation obligations of the Buyer Purchaser to accept for payment and to pay for any Company Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time Minimum Condition and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. I hereto. The Buyer expressly reserves Offer shall be made by means of an offer to purchase (the right "Offer to increase 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, to waive any of the conditions to the Offer Price or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces decrease the number of Company Shares sought, or amend any other condition of the Offer in any manner adverse to be purchased in the Offer; (4) amends 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 broaden the scope of such conditionsOffer will not have been satisfied or waived, add any additional conditionsthe Purchaser may, or otherwise amend any other material term 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 in a manner materially adverse any conditions to the Company Shareholders; Offer that are reasonably capable of being satisfied within ten (510) extends the Offerbusiness days, except as provided in Section 1.1(b) or in the next sentence; or (6) amends including the Minimum Condition, except as provided in will not have been satisfied or waived, the next sentencePurchaser shall extend the expiration date for a minimum of ten (10) business days. In no event shall the Purchaser be obligated to extend the Offer beyond June 30, 1999. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, PROVIDED that accept for payment and 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 Buyer shall extend expiration date, as may be extended pursuant to Section 1.1(a), and not withdrawn, the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment (and thereby purchase) the Shares purchased in the Offer on a pro rata basis, with adjustments to avoid purchases of fractional shares of Common Stock, based on the number of Shares validly tendered prior to the expiration date and not withdrawn by each tendering stockholder. Subject to the terms of this Agreement, the Purchaser reserves the right (but shall not be obligated) to accept for payment more than 9,158,155 Shares pursuant to the Offer. (c) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a period Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published or sent to the Company's stockholders, shall not fewer than 10 Business Days 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 or the Purchaser with respect to information furnished by the Company expressly for inclusion in the Offer Documents. The information supplied by the Company expressly for inclusion in the Offer Documents and by Parent or the Purchaser expressly for inclusion in the Schedule 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 statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. 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 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 shall be given the reasonable opportunity to review the initial Schedule 14D-1 before it is filed with the SEC. In addition, Parent and the Purchaser will provide the Company and its counsel with any comments 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 any the receipt of such amendment comments or waiverother communications.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 Article IX hereof and (ii) none of the events set forth in Annex I A hereto (the "Offer Conditions") shall be existing, within five Business Days of the date hereof, Merger Sub will commence a tender offer (the "Offer") for all of the outstanding shares of common stock, par value $0.001 per share, of the Company (each a "Share" or, collectively, the "Shares") at a price per Share of U.S. $8.50 net to the Seller in cash (such price, or any higher price paid in the Offer, the "Price Per Share") upon the terms and conditions set forth in this Agreement, including Annex A hereto. (b) The obligation of Merger Sub to accept for payment, purchase and pay for any Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver of the Offer Conditions, including the Offer Condition that would entitle at least that number of Shares equivalent to a majority of the Buyer not total issued and outstanding Shares on a fully diluted basis on the date such shares are purchased pursuant to consummate the Offer shall have occurred been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition"). Merger Sub will not, without the prior written consent of the Company (such consent to be continuingauthorized by the Company Board) (i) decrease the amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought in the Offer, (iii) impose additional conditions to the Offer, (iv) change any Offer Condition or amend any other term of the Offer if any such change or amendment would be adverse in any respect to the holders of Shares (other than Parent or Merger Sub), (v) except as promptly as practicableprovided below, extend the Offer if all of the Offer Conditions have been satisfied or (vi) amend or waive the Minimum Condition. Subject to the terms and conditions hereof, the Buyer Offer shall expire at midnight, New York City time, on the date that is twenty (or shall cause a Subsidiary of 20) Business Days after the Buyer to) commence Offer is commenced (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (the "Scheduled Expiration Date"); provided, however, that without the consent of the Company Board, Merger Sub may (x) extend the Offer, if on the Scheduled Expiration Date of the Offer any of the Offer Conditions shall not have been satisfied or waived, for one (1) or more periods (none of which shall exceed ten (10) Business Days) but in no event past 90 days from the date of this Agreement 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 Section 9.2(i), (y) extend the Offer for such period as may be required by any and all rule, regulation, interpretation or position of the Company Shares. In Securities and Exchange Commission ("SEC") or the event that the Buyer shall cause a Subsidiary of 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. 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions staff thereof applicable to the Offer or 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: (1z) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a one (1) or more periods (each such period of to be for not fewer more than 10 three (3) Business Days after any and such amendment or waiver.extensions to be for an

The Offer. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuing, as As promptly as practicablepracticable (and in any event within ten Business Days after the date hereof), the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act) ”), the Offer to purchase all the outstanding Shares at the Offer Price. The consummation of the Offer, and the obligation of the Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned of record by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and all no less than a majority of the voting power of the shares of capital stock of the Company Shares. In then outstanding (determined on a fully diluted basis) and entitled to vote upon the event that the Buyer shall cause a Subsidiary adoption of this Agreement and approval of the Buyer Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to commence guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the Offer“Minimum Condition”) and (ii) the satisfaction, each reference or waiver by the Purchaser, of the other conditions and requirements set forth in Annex I. The conditions and requirements to the Buyer Offer set forth in this Article I and Annex I shall are for the sole benefit of the Purchaser and may be deemed, where applicable, to refer asserted by the Purchaser in its reasonable judgment regardless of the circumstances giving rise to such Subsidiary. Each Company Share accepted condition or may be waived by the Buyer Purchaser, in its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be exchanged paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law. To the extent any such amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the right Person to receive whom such amounts would otherwise have been paid. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer 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 this Agreement, including the terms of the Offer prior to the Expiration Time Minimum Condition and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions and requirements set forth in Annex I. The Buyer Purchaser expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer Price or to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no change may be made that: the Purchaser shall not (1i) decreases decrease the Offer Price; , (2ii) changes change the form or combination of consideration to be paid payable in the Offer; , (3iii) reduces reduce the maximum number of Company Shares to be purchased in the Offer; , (4iv) amends amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; holders of Shares or (6vi) amends extend the Minimum ConditionExpiration Date in a manner other than in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, except 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 Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this sentence shall be construed to permit the next sentence. The Buyer expressly reserves Company to take any action with respect to its securities that is prohibited by the right to amend or waive the Minimum Condition to reduce the percentage terms of Outstanding Company Shares required to be validly tendered this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the OfferOffer shall expire at 12:00 midnight (New York City time) on the date that is 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, PROVIDED that the Buyer “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied, or, where permitted by applicable Law and this Agreement, waived by the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to 20 Business Days each, until the satisfaction or, where permitted by applicable Law and this Agreement, waiver by the Purchaser of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for a any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the “SEC”) or its staff. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not fewer be required to extend the Offer for any reason beyond April 30, 2012 (the “Outside Date”); provided however that if, as of such date, all conditions set forth in Annex I have been satisfied other than 10 either (i) obtaining the Required Governmental Approval or (ii) both obtaining the Required Governmental Approval and satisfying the Minimum Condition, then either Parent or the Company may, in its sole discretion and pursuant to written notice to the other party no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for up to (but no more than) two successive 30 calendar day periods starting on May 1, 2012 (each such extension to be 30 days and, thereafter, the last date of each such additional thirty-day period shall for all purposes of this Agreement be the “Outside Date”) solely to satisfy such condition(s); provided further that in no event shall the Outside Date, as it may be extended pursuant to this Section 1.1(e), extend past June 30, 2012. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to Article 7 hereof. (f) If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to the exercise of the Top-Up Option), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to 20 Business Days. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall promptly (and in any event no later than the end of the next Business Day following such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Exchange Act. The Company shall promptly furnish to Parent and the Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Schedule TO and the Offer Documents. The Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Purchaser agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such amendment written responses and the Purchaser shall give due consideration to the reasonable additions, deletions or waiverchanges suggested thereto by the Company and its counsel.

The Offer. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 7.1 withdrawn prior to the expiration or termination of the Offer (the "Minimum ------- Share Condition") and (ii) none of to the events other conditions to the Offer set forth in Annex I hereto that would entitle --------------- Exhibit A. The Purchaser may at any time transfer or assign to one or more --------- corporations directly or indirectly wholly owned by Parent the Buyer not right to consummate the Offer shall have occurred and be continuing, as promptly as practicable, the Buyer shall (purchase all or shall cause a Subsidiary any portion 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 that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer Shares tendered 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITIONTendered -------- Shares"); and (ii) , but no such assignment shall relieve the other conditions set forth in Annex I. Purchaser of its ------ obligations hereunder. The Buyer Purchaser expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or set forth in Exhibit A and to make any other changes in modify the terms --------- and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that, unless previously approved by without the Company in writingprior written -------- ------- approval of the Company, no change may be made that: (1) decreases the Purchaser shall not amend or modify the terms of the Offer Price; to (2i) changes reduce the cash price to be paid pursuant to the Offer, (ii) reduce the number of Shares as to which the Offer is made, (iii) change the form or combination of consideration to be paid in the Offer, (iv) modify or waive the Minimum Share Condition, or (v) impose conditions to its obligation to accept for payment or pay for the Tendered Shares other than those set forth in Exhibit A. --------- Notwithstanding anything else in this Agreement to the contrary, without the consent of the Company, Purchaser shall have the right to extend the Offer beyond the initial expiration date of the Offer (which shall be twenty (20) business days following commencement of the Offer, the "Initial Expiration ------------------ Date"), to August 1, 2000 in any event, and in the following events: (i) from ---- time to time if, at the Initial Expiration Date (or extended expiration date of the Offer, if applicable) any of the conditions to the Offer (other than the Minimum Share Condition to which this clause does not apply) shall not have been satisfied or waived, until such conditions are satisfied or waived; (3ii) reduces for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the Staff thereof applicable --- to the Offer or any period required by applicable law; (iii) if all conditions to the Offer other than the Minimum Share Condition are satisfied or waived, but the Minimum Share Condition has not been satisfied, for one or more periods not to exceed ten (10) business days each (or an aggregate of thirty (30) business days for all such extensions; or (iv) if all of the conditions to the Offer are satisfied or waived but the number of shares of Company Shares Common Stock validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares of Company Common Stock on a diluted basis, for an aggregate period not to be purchased in exceed twenty (20) business days (for all such extensions); provided that Purchaser shall accept and promptly pay for all -------- securities tendered prior to the Offer; (4) amends the conditions set forth in Annex I to broaden the scope date of such conditions, add any additional conditions, or extension and shall otherwise amend any other material term meet the requirements of Rule 14d-11 under the Offer Exchange Act in a manner materially adverse to connection with each such extension. (b) As soon as reasonably practicable on the Company Shareholders; (5) extends date of commencement of the Offer, the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the "Schedule -------- TO") with respect to the Offer, which shall contain or shall incorporate by -- reference an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein or incorporated therein by reference pursuant to which the Offer will be made, together with any supplements or amendments thereto (the "Offer Documents")). --------------- Parent and the Purchaser agree that the Offer Documents shall comply as to form in 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 as provided in Section 1.1(b) that no representation is made by Parent or the Purchaser with respect to information supplied by the Company or any of its representatives which is included in the next sentence; or (6) amends Offer Documents. Each of Parent, the Minimum Condition, except as Purchaser and the Company agrees to correct promptly any information provided by it for use in the next sentenceOffer Documents if and to the extent that such information shall have become false or misleading, and each of Parent and the Purchaser further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Buyer Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and the Purchaser agree to provide the Company and its counsel any comments 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. (c) Subject to the terms and conditions of the Offer, the Purchaser will accept for payment all Shares validly tendered (and not properly withdrawn in accordance with 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 amend delay payment for Shares in order to comply in whole or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance part with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiverapplicable laws.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8, and (ii) none that all of the events conditions set forth in clauses 2(a), (b), (c), (d), (g), (h) and (i) of Annex I hereto shall then be satisfied (in the case of clause 2(d), with respect to covenants and obligations that would entitle the Buyer not Company is required to consummate the Offer shall have occurred and be continuingcomply with or to perform prior to such time) or waived by Parent or Purchaser, as promptly as practicablepracticable after the date of this Agreement but in no event more than ten (10) business days after the date of this Agreement, the Buyer Purchaser shall (or and Parent shall cause a Subsidiary of the Buyer Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any Offer. (b) Subject to the terms and all conditions of this Agreement, including the prior satisfaction of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer, each reference to the Buyer in this Article I Minimum Condition and Annex I shall be deemed, where applicable, to refer to such Subsidiary. 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 terms by Purchaser of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. I (collectively, the “Offer Conditions”), after the Expiration Date, as herein defined, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms, and promptly accept for payment and promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer. (c) The Buyer 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 expressly reserves the right to (i) increase the Offer Price, to (ii) waive any of Offer Condition other than the conditions to the Offer or to Minimum Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; PROVIDEDprovided, HOWEVERhowever, thatthat unless otherwise provided by this Agreement, unless previously approved by without the Company in writingprior written consent of the Company, no change may be made that: Purchaser shall not (1A) decreases decrease the Offer Price; , (2B) changes change the form or combination of consideration to be paid payable in the Offer; , (3C) reduces decrease the maximum number of Company Shares sought to be purchased in the Offer; , (4D) amends impose conditions to the conditions set forth Offer in Annex I addition to broaden the scope of such conditionsOffer Conditions, add (E) amend or modify any additional conditions, or otherwise amend any other material term of the Offer Conditions in a manner materially adverse to the Company Shareholders; that adversely affects holders of Shares generally, (5F) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends change the Minimum Condition, except or (G) extend or otherwise change the Expiration Date in a manner other than as provided in the next sentencerequired or permitted by this Agreement. The Buyer expressly reserves Offer may not be terminated prior to the right Expiration Date, unless this Agreement is terminated in accordance with Section 8. (d) Unless extended pursuant to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered and in accordance with the terms of this Agreement, the OfferOffer shall expire at midnight (New York City 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 Date”) or, PROVIDED that in the Buyer event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (1) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied, or waived by Parent or Purchaser if permitted hereunder, then Purchaser shall extend the Offer for a period one or more periods of not fewer more than 10 Business Days five (5) business days each (the length of such periods to be determined by Parent) or such other number of business days as the parties may agree (subject to the right of Purchaser to waive any Offer Condition (other than the Minimum Condition) in accordance with this Agreement and the parties’ respective rights to terminate this Agreement in accordance with Section 8 of this Agreement, other than pursuant to Section 8.1(b)); and (2) Purchaser shall extend the Offer for the minimum period required by applicable Legal Requirements, interpretation or position of the SEC or its staff or NASDAQ or its staff. (f) The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (g) Purchaser may (and the Offer Documents may reserve the right of Purchaser to) provide for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in compliance with Rule 14d-11 under the Exchange Act of not less than three (3) nor more than 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 the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Purchaser to, and Purchaser shall, accept and pay for all Shares validly tendered during any such amendment subsequent offering period in compliance with Rule 14e-1(c) under the Exchange Act. (h) In the event that this Agreement is terminated pursuant to the terms hereof, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, shall not acquire any Shares pursuant to the Offer and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof. (i) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or waiverincorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent, Purchaser and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable Legal Requirements. The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Acquired Corporations and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.1(i) including communicating the Offer to the record and beneficial holders of the Shares. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (j) Without limiting the generality of Section 9.12, Parent shall cause to be provided to Purchaser all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement. Parent and Purchaser shall, and each of Parent and Purchaser shall ensure that all of their respective controlled Affiliates shall, tender any Shares held by them into the Offer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer no event shall have occurred and be continuingno circumstance shall exist which would result in a failure to satisfy the condition set forth in clause (ii)(a) of Annex A hereto, as promptly as practicable, the Buyer Purchaser 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 as soon as practicable after the date hereof, and in any and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pursuant to the Offer shall be exchanged for the right to receive the Offer Price within eight business days from the Buyerdate hereof. The obligation of the Buyer Purchaser to accept for payment and to pay for any Company Shares validly tendered and not withdrawn shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms by Purchaser of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions or events set forth in Annex I. The Buyer A hereto (the "Offer Conditions"). Purchaser expressly reserves the right to increase the Offer Priceright, in its sole discretion, to waive any of the conditions to the Offer or to such condition and make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, provided that, unless previously approved by the Company in writing, (i) Purchaser may not waive the Minimum Condition (as defined in Annex A) or any of clauses (ii)(a), (e) or (f) of the Offer Conditions, (ii) Purchaser may not extend the expiration date of the Offer beyond the initial expiration date of the Offer except (A) as required by applicable law, (B) that if any condition to the Offer has not been satisfied or waived (other than as a result of the failure by Parent or Purchaser to perform any of its obligations under this Agreement), Purchaser may, in its sole discretion, extend the expiration date of the Offer for one or more periods (not in excess of 10 business days each) but in no event later than the Outside Date (as defined below) or (C) as provided hereafter in this Section 1.1(a), (iii) no change may be made that: (1) which decreases the Offer Price; (2) changes the form or combination of consideration to be paid price per Share payable in the Offer; , (3iv) reduces there shall be no change to the form of consideration payable in the Offer (other than by adding consideration), (v) there shall be no reduction in the maximum number of Company Shares to be purchased in the Offer; Offer and (4vi) amends there shall be no imposition of any condition to the conditions Offer in addition to those set forth herein, there shall be no modification or amendment to the Offer Conditions and the Offer shall not be otherwise modified or amended, in Annex I each case, in a manner which is adverse to broaden holders of the scope of such conditions, add any additional conditions, Shares. On the terms and subject to the prior satisfaction or otherwise amend any other material term waiver of the Offer in a manner materially adverse Conditions, Parent shall provide funds to the Company ShareholdersPurchaser and Purchaser shall accept for payment and pay for Shares as soon as it is permitted to do so under applicable law; provided that (5i) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms at each scheduled expiration date of the Offer, PROVIDED that if any of the Buyer Offer Conditions shall not be satisfied or waived, Purchaser shall, at the request of the Company, extend the expiration date of the Offer for one or more periods (not in excess of 10 business days each) but in no event later than the Outside Date and (ii) Purchaser shall extend the Offer for a any period required by any rule, regulation, interpretation or position of not fewer than 10 Business Days after any such amendment the Securities and Exchange Commission ("the SEC") or waiverthe staff thereof applicable to the Offer. The initial expiration date of the Offer shall be 20 business days from the commencement of the Offer in accordance with applicable law.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set --------- forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuing, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than 10 business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered pursuant to the Offer shall be exchanged for the right subject 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 (the "Minimum Condition") that there at least the number of Shares that when added to Shares already owned by Siemens Aktiengesellschaft and its direct and indirect wholly owned subsidiaries shall be constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, excluding, however, any securities not convertible or exercisable on or prior to July 31, 2001 or which have an effective conversion or exercise price in excess of the Per Share Amount immediately prior to the expiration of the Offer) shall have been validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the satisfaction or waiver of each of the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Offer PricePer Share Amount, to waive any of the conditions to the Offer or 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, that no change may be made that: (1) which decreases the Offer Price; (2) changes Per Share Amount, waives the form or combination of consideration to be paid in the Offer; (3) Minimum Condition, reduces the maximum number of Company Shares to be purchased in the Offer; (4) amends Offer or imposes conditions to the conditions Offer in addition to those set forth in Annex I to broaden A hereto. Notwithstanding the scope of such conditionsforegoing, add any additional conditionsPurchaser may, or otherwise amend any other material term without the consent of the Company, (i) extend the Offer in a manner materially adverse to beyond the Company Shareholders; (5) extends scheduled expiration date, which shall be 20 business days following the commencement of the Offer, except as provided in Section 1.1(bif, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule or regulation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable --- to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or in (ii) of this sentence, if, as of such date, all of the next sentence; 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 totals less than 90% of the outstanding Shares on a fully diluted basis. In addition, if, on the initial scheduled expiration date of the Offer, the only conditions remaining unsatisfied are the failure of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (6) amends the Minimum Condition"HSR Act"), except as provided in the next sentenceGerman Competition Act or any other applicable ------- foreign antitrust law, to have expired or been terminated, then, Purchaser shall extend the Offer from time to time until July 31, 2001. The Buyer Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to amend delay payment for Shares in order to comply in whole or waive in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e- 1(c) under the Minimum Condition Securities Exchange Act of 1934, as amended (the "Exchange Act"). ------------ If the payment equal to reduce the percentage of Outstanding Company Shares required Per Share Amount in cash (the "Merger ------ Consideration") is to be validly tendered made to a person other than the person in accordance with whose name ------------- the terms 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 Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. (b) As promptly as reasonably practicable on the date of commencement of the Offer, PROVIDED that Purchaser shall file with the Buyer SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule -------- TO") with respect to the Offer. -- The Schedule TO shall extend 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"). 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 federal securities laws. Parent and Purchaser shall give the Company and its counsel a period reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of not fewer than 10 Business Days Shares. Parent and Purchaser shall provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents after any the receipt of such amendment comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent or waiverPurchaser to such comments.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingArticle VIII, as promptly as practicablepracticable after the date of this Agreement but in no event later than May 11, the Buyer 2012, Merger Sub shall (or and Parent shall cause a Subsidiary of the Buyer Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any to purchase all issued and all outstanding shares of Common Stock (including shares of Restricted Common Stock) at the Company Shares. In the event Offer Price; provided, however, that the Buyer Merger Sub shall cause a Subsidiary of the Buyer not be required to commence the OfferOffer if (i) any of the conditions set forth in clauses 2(a), each reference 2(b), 2(c), 2(e), 2(f), or 2(g) of Annex I have occurred or (ii) the Company Board shall have made an Adverse Change Recommendation. The Offer Price shall be net to the Buyer seller in this Article I and Annex I shall be deemedcash, where applicable, subject to refer to such Subsidiary. Each Company Share accepted by the Buyer pursuant reduction only for any applicable Taxes. (b) Subject to the Offer shall be exchanged for terms and conditions of this Agreement, including the right to receive the Offer Price from the Buyer. The obligation prior satisfaction of the Buyer to accept for payment Minimum Condition 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 terms by Merger Sub of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. I (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 Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms, and accept for payment and pay promptly after the Expiration Date for all shares of Common Stock (including shares of Restricted Common Stock) validly tendered and not properly withdrawn pursuant to the Offer. (c) The Buyer 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. Merger Sub expressly reserves the right to (i) increase the Offer Price, to (ii) waive any Offer Condition (provided that Merger Sub will not waive the Minimum Condition without the prior written consent of the conditions to the Offer or to Company) and (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; PROVIDEDprovided, HOWEVERhowever, thatthat unless otherwise provided by this Agreement, unless previously approved by without the Company in writingprior written consent of the Company, no change may be made that: Merger Sub shall not (1A) decreases decrease the Offer Price; , (2B) changes change the form or combination of consideration to be paid payable in the Offer; , (3C) reduces decrease the maximum number of Company Shares shares of Common Stock sought to be purchased in the Offer; , (4D) amends the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditionsto, or otherwise impose conditions to the Offer, other than the Offer Conditions, (E) amend or modify any other material term of the Offer Conditions or any of the terms of the Offer in a manner materially adverse to the Company Shareholders; (5) extends holders of shares of Common Stock or that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, except as provided in Section 1.1(bthe Merger or the other Transactions contemplated hereby, (F) waive or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive change the Minimum Condition or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be withdrawn prior to reduce the percentage of Outstanding Company Shares required Expiration Date (or any rescheduled Expiration Date), unless this Agreement is terminated in accordance with Article VIII. (d) Unless extended pursuant to be validly tendered and in accordance with the terms of this Agreement, the OfferOffer shall initially be scheduled to expire at 9:00 a.m. (New York City time) on the date that is twenty-one (21) 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 Date”) or, PROVIDED that in the Buyer event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Date, 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 or Merger Sub if permitted hereunder, then prior to the then scheduled expiration date (A) Merger Sub may, at its option, extend the Offer for a period one or more periods of not fewer more than 10 five (5) Business Days each (or such other number of Business Days as the parties may agree and ending no later than the Termination Date in order to permit the satisfaction of such conditions (subject to the right of Merger Sub to waive any Offer Condition, other than the Minimum Condition, in accordance with this Agreement) and (B) Merger Sub 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 Merger Sub shall not be required to extend the offer beyond the Termination Date; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, 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 Merger Sub shall not be required to extend the Offer beyond the Termination Date. (f) Merger Sub may (and the Offer Documents shall reserve the right of Merger Sub to) provide for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in compliance with Rule 14d-11 promulgated under the Exchange Act of not less than three (3) Business Days nor more than 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 the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub 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 amendment shares of Common Stock are tendered and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide or waivercause to be provided to Merger Sub on a timely basis the funds necessary to purchase and pay for any and all shares of Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s 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 performed or made at or prior to Closing. (g) In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, (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 depository acting on behalf of Merger Sub to promptly return, in accordance with applicable Law, all tendered shares of Common Stock to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall use reasonable best efforts 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”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal, form of summary advertisement and 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 thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities Laws. Parent and Merger Sub agree that they shall cause the Offer Documents and all exhibits, amendments or supplements thereto filed by either Parent or Merger Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, Merger Sub and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable Law. The Company shall promptly furnish or otherwise make available to Parent and Merger Sub or Parent’s legal counsel, for inclusion in the Offer Documents, all information reasonably requested by Parent and 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 shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written responses thereto, and to promptly inform them of any oral comments or 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, deletions or changes, as applicable, suggested thereto by the Company and its counsel. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (i) Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Common Stock held by them into the Offer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 Article IX, Newco shall commence the Offer not later than the fifth business day from and (ii) none including the date of initial public announcement of this Agreement. Newco shall accept for payment Shares which have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following expiration of the events set forth in Annex I hereto Offer that would entitle the Buyer not all conditions to consummate the Offer shall have occurred been satisfied or waived by Newco. The obligation of Newco to accept for payment, purchase and be continuing, as promptly as practicable, the 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 pay for any and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer Shares tendered 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 such conditions and to the satisfaction or waiver of: (i) the further condition that there a number of Shares representing not less than a majority of the Shares then outstanding on a fully diluted basis shall be have been validly tendered in accordance with and not withdrawn prior to the terms final expiration date of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITIONMinimum Condition"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that, unless . Unless previously approved by the Company in writing, no change in the Offer may be made that: (1i) which decreases the Offer Price; price per Share payable in the Offer, (2ii) which changes the form or combination of consideration to be paid in the Offer; , (3iii) which reduces the maximum number of Company Shares to be purchased in the Offer; Offer or the Minimum Condition, (4iv) amends which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which modifies the conditions set forth in Annex I A in a manner adverse to broaden the scope holders of such conditions, add any additional conditions, Shares or otherwise amend (v) which amends any other material term of the Offer in a manner materially adverse to the Company Shareholders; holders of the Shares. Notwithstanding the foregoing, Newco may, without the consent of the Company, (5i) extends extend the Offer on one or more occasions for up to ten business days for each such extension beyond the then scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer), except if at the then scheduled expiration date of the Offer any of the conditions to Newco's obligation to accept for payment and pay for the Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived (and, at the request of the Company, Newco shall, subject to Parent's right to terminate this Agreement pursuant to Article IX, extend the Offer for additional periods, unless the only conditions not satisfied or earlier waived on the then scheduled expiration date are one or more of the Minimum Condition and the conditions set forth in paragraphs (b) and (e) of Annex A hereto, provided in Section 1.1(bthat (x) or in if the next sentence; or (6) amends only condition not satisfied is the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves satisfaction or waiver of all other conditions shall have been publicly disclosed at least five business days before termination of the right Offer and (y) if paragraph (b) of Annex A hereto has not been satisfied and the failure to amend so satisfy can be remedied, the Offer shall not be terminated unless the failure is not remedied within 30 calendar days after Parent has furnished the Company written notice of such failure), (ii) extend the Offer for any period required by any rule, regulation, interpretation or waive position of the Minimum Condition Securities and Exchange Commission (the "SEC") or the staff thereof applicable to reduce the percentage Offer and (iii) extend the Offer for an aggregate period of Outstanding Company not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if there shall not have been tendered sufficient Shares required to so that the Merger could be validly tendered effected without a meeting of the Company's shareholders in accordance with Section 180.1104 of the Wisconsin Business Corporation Law (the "BCL"). Subject to the terms and conditions of the Offer and this Agreement, Newco shall, and Parent shall cause Newco to, pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) As soon as practicable on the date of commencement of the Offer, PROVIDED that Newco shall file with the Buyer shall extend SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with any supplement or amendments thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws. Parent, Newco and the Company each agree promptly to correct any information provided by them for a period use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Newco further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of not fewer than 10 Business Days after Shares, in each case as and to the extent required by applicable federal securities laws. To the extent practicable, the Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents and any such amendment or waiveramendments thereto prior to the filing thereof with the SEC.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 10.1 and (ii) none of the events set forth in Annex I Exhibit A attached hereto that would entitle the Buyer not to consummate the Offer and made a part hereof shall have occurred or be existing (unless such event shall have been waived by Parent), Parent shall cause Subsidiary to commence, and be continuing, as promptly as practicableSubsidiary shall commence, the Buyer shall (or shall cause a Offer at the Per Share Amount. The obligation of Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to accept for any payment and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pay for Shares tendered 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 (the "Minimum Condition") that there shall be validly tendered in accordance with at least the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together when combined with the Company Shares then already owned by the Buyer Subsidiary and its Subsidiariesdirect or indirect subsidiaries, represents constitute at least ninetysixty-five six and 2/3rds percent (9566.66%) of the Outstanding Company then outstanding Shares (on a fully diluted basis, including, without limitation, all Shares issuable upon the "MINIMUM CONDITION"); conversion of any convertible securities or upon the exercise of any options, warrants or rights shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Annex I. The Buyer Exhibit A hereto. Subsidiary expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the Offer PricePer Share Amount payable in the Offer, to waive any of the conditions to the Offer or and to make any other changes in the terms and conditions of the OfferOffer (notwithstanding Section 10.3); PROVIDEDprovided, HOWEVERhowever, that, unless previously approved by the Company in writing, that no change may be made that: which (1i) decreases the Offer Price; (2) changes the form or combination of consideration to be paid Per Share Amount payable in the Offer; , (3ii) reduces the maximum number of Company Shares to be purchased in the Offer; , (4iii) amends imposes conditions to the conditions Offer in addition to those set forth in Annex I to broaden Exhibit A hereto, (iv) amends or changes the scope of such conditions, add any additional conditions, or otherwise amend any other material term terms and conditions of the Offer in a any manner materially adverse to the Company Shareholders; holders of Shares (5) extends the Offer, except as provided in Section 1.1(bother than Parent and its subsidiaries) or in the next sentence; (v) changes or (6) amends waives the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves Per Share Amount shall, subject to applicable withholding of taxes, be net to the right seller, without interest thereon, upon the terms and subject to amend or waive the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms Condition), Subsidiary shall accept for payment and pay, as promptly as practicable after expiration of the Offer, PROVIDED for all Shares validly tendered and not withdrawn. (b) Upon the execution and delivery of this Agreement, the Parent and Subsidiary shall make a public announcement disclosing only the information pertaining to the Offer permitted by Rule 135(a)(4) promulgated by the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Promptly after such public announcement, Parent and Subsidiary shall file a Registration Statement on Form S-4 (the "Registration Statement") with the SEC for purposes of registering the Parent Common Stock pursuant to the Securities Act. Parent and Subsidiary shall take all reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as possible after filing. (c) As soon as reasonably practicable after the Registration Statement is declared effective by the SEC, Subsidiary shall file with the SEC and disseminate to holders of Shares to the extent required by law a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase the Shares, which may be comprised of the prospectus contained in the Registration Statement, (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-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"). Parent, Subsidiary and the Company agree to correct promptly any information provided by any of them for use in the Registration Statement or Offer Documents which shall have become false or misleading, and Parent and Subsidiary further agree to take all steps necessary to cause the Registration Statement and Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Subsidiary will provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Subsidiary may receive from the SEC or its staff with respect to the Registration Statement or Offer Documents promptly after the receipt thereof and will provide the Company and its counsel with a copy of any written responses and telephonic notification of any oral response of Parent, Subsidiary or their counsel. In the event that the Buyer Offer is terminated or withdrawn by Subsidiary, Parent and Subsidiary shall extend cause all tendered Shares to be returned promptly (and to full 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 for a period of not fewer than 10 Business Days after any such amendment or waiverDocuments.

The Offer. (a) Provided that (i) this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 7.1 and (ii) none a failure to satisfy any of the events conditions set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuinghereto, as promptly as practicablepracticable after the date hereof, but in no event later than five U.S. business days following the Buyer shall (or shall cause a Subsidiary public announcement of the Buyer toexecution of this Agreement, Merger Subsidiary shall commence an offer (the "OFFER") commence to purchase (within the meaning of Rule 14d-2 under the Exchange Acti) the Offer for any and all of the Company Shares. In the event that the Buyer shall cause Common Shares at a Subsidiary price of $28.00 per Common Share ("COMMON SHARE PRICE") and (ii) all of the Buyer to commence the Offer, each reference Preferred Shares at a price equal to the Buyer Common Share Price times 326.531 per Preferred Share, in this Article I and Annex I shall be deemedeach case, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pursuant net to the seller in cash. The Offer shall be exchanged for the right subject 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 terms of the Offer Offer, prior to the Expiration Time expiration date of the Offer and not withdrawn withdrawn, a number of Company Shares that, together with the Company Shares then beneficially owned by the Buyer and its SubsidiariesParent, represents at least ninety-five percent (95%) a majority of the Outstanding Company Common Shares outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); ) and (ii) to the other conditions set forth in Annex I. The Buyer I hereto. Merger Subsidiary expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or and to make any other change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer; PROVIDED, HOWEVERMerger Subsidiary shall, thatand Parent shall cause it to, unless previously approved by the Company in writingaccept for payment and pay for, no change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiver.as

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer nothing shall have occurred and be continuingcontinuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicablepracticable after the date hereof and in any event within ten calendar days after the date hereof, the Buyer Merger Subsidiary 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 to purchase any and all of the Company Shares. In outstanding Shares at the event that the Buyer shall cause a Subsidiary of the Buyer to commence the OfferOffer Price, each reference net to the Buyer seller in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiarycash. Each Company Share accepted by the Buyer pursuant to the 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 only be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer Offer, prior to the Expiration Time expiration date of the Offer and not withdrawn withdrawn, a number of Company Shares that, together with the Company Shares then owned by the Buyer and its SubsidiariesParent and/or Merger Subsidiary, represents at least ninetytwo-five percent (95%) thirds of the Outstanding Company total number of Shares outstanding on a fully diluted basis (the "MINIMUM CONDITION"); “Minimum Condition”) and (ii) to the other conditions set forth in Annex I. The Buyer Merger Subsidiary expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or and to make any other changes change in the terms and of or conditions of to the Offer; PROVIDED, HOWEVER, provided that, unless previously approved by without the Company in writingprior consent of the Company, (i) the Minimum Condition may not be waived and (ii) no change may be made that: (1) decreases the Offer Price; (2) that changes the form or combination of consideration to be paid paid, decreases the Offer Price or the number of Shares sought in the Offer; (3) reduces , imposes conditions to the number of Company Shares Offer in addition to be purchased those set forth in the Offer; (4) amends Annex I or modifies the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditions, or otherwise amend amends any other material term of the Offer in a any manner materially adverse to the Company Shareholders; holders of Shares. Notwithstanding the foregoing, (5x) extends without the Offerconsent of the Company, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves Merger Subsidiary shall have the right to amend extend the Offer for any period required by any rule, regulation, interpretation or waive position of the Minimum Condition SEC or the staff thereof applicable to reduce the percentage of Outstanding Company Shares Offer or any period required by Applicable Law and (y) if any condition to be validly tendered in accordance with the terms Offer is not satisfied or waived on any scheduled expiration date of the Offer, PROVIDED that the Buyer Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived; provided, in each case, that Merger Subsidiary shall not be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Merger Subsidiary shall not terminate or withdraw the Offer other than in connection with the termination of this Agreement in accordance with Article 11 hereof. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (ii) validly tendered in the Subsequent Offering Period (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”). (b) On the date of commencement of the Offer, Parent and Merger Subsidiary shall (i) file with the SEC a period 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”) that shall include the summary term sheet required thereby and, as exhibits, the Offer to Purchase and a form of not fewer than 10 Business Days after letter of transmittal and summary advertisement and other appropriate ancillary Offer documents (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (ii) cause the Offer Documents, along with the notice of the Merger required by Section 3-106(d)(1) of Maryland Law (the “Notice of Merger”), to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in the Schedule TO, the Offer Documents or the Notice of Merger if and to the extent that such information shall have become (or shall become known to be) false or misleading in any material respect. Parent and Merger Subsidiary shall use their reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case, as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such amendment document is filed with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with (i) any comments or waiverother communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given).

The Offer. Provided that (ia) this Agreement shall not have been terminated As promptly as practicable (but in accordance with Section 7.1 and (ii) none no event later than five business days following the public announcement of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer execution hereof), Purchaser shall have occurred and be continuing, as promptly as practicable, the Buyer shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) the Offer for any and ")), an offer to purchase all of the Company Company's outstanding shares of common stock, par value $0.10 per share (the "Shares"), at a price of $2.00 per Share, net to the seller in cash (as such offer may be amended in accordance with the terms of this Agreement, the "Offer"), subject to the conditions set forth in Annex A hereto. In Purchaser will not, without the event that the Buyer shall cause a Subsidiary prior written consent of the Buyer to commence Company, (i) decrease or change the form of the consideration payable in the Offer, each reference (ii) decrease the number of Shares sought pursuant to the Buyer Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Parent in this Article I its sole discretion may waive any of the conditions to the Offer other than the condition set forth in clause (1) of Annex A, which may not be waived without the Company's prior written consent, or (v) make any other change in the terms or conditions of the Offer that is adverse to the holders of Shares. Purchaser will, on the terms and Annex I shall be deemedsubject to the prior satisfaction or waiver of the conditions to the Offer, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided that, Purchaser may extend the Offer up to the tenth business day after the later of (i) the initial expiration date of the Offer and (ii) the date on which all such conditions shall first have been satisfied or waived. The Company agrees that no Shares held by the Company will be exchanged tendered to Parent pursuant to the Offer; provided, that Shares held beneficially or of record by any 6 plan, program or arrangement sponsored or maintained for the right benefit of employees of the Company shall not be deemed to receive be held by the Company, regardless of whether the Company has, directly or indirectly, the power to vote or control the disposition of such Shares. The obligations of Purchaser to commence the Offer Price from the Buyer. The obligation of the Buyer and to accept for payment and to pay for any Company Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves A hereto. (b) On the right to increase the Offer Price, to waive any date of the conditions to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms commencement of the Offer, PROVIDED that Parent and Purchaser shall file or cause to be filed with the Buyer Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (together with all amendments thereto, the "Schedule 14D-1") with respect to the Offer, which shall extend contain the offer to purchase and related letter of transmittal and other ancillary offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Purchaser will disseminate the Offer Documents to holders of Shares. Each of Parent, Purchaser and the Company will promptly correct any information provided by it for use in the Offer Documents that becomes false or misleading in any material respect and Parent and Purchaser will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company and its counsel shall be given a period of not fewer than 10 Business Days reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Purchaser agree to provide the Company with any comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after any such amendment receipt thereof and to further provide the Company with a reasonable opportunity to participate in all substantive communications with the SEC and its staff relating to the Offer Documents, the Offer or waiverthe transactions contemplated thereby.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer nothing shall have occurred and be continuingcontinuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicablepracticable after the date hereof and in any event within ten (10) Business Days after the date hereof, the Buyer Merger Subsidiary shall (or and Parent shall cause a Merger Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act▇▇▇▇ ▇▇▇) the Offer for to purchase any and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pursuant to outstanding Shares at the Offer shall be exchanged for the right to receive the Offer Price from the BuyerPrice. The obligation of the Buyer to accept for payment and to pay for any Company Shares tendered Offer shall be subject only (1) to the satisfaction or waiver of: (i) the condition that there shall be validly tendered and not withdrawn in accordance with the terms of the Offer Offer, prior to the Expiration Time and not withdrawn Date (as defined below), a number of Company Shares that, together with the Company Shares then owned by the Buyer and its SubsidiariesParent and/or Merger Subsidiary, represents at least ninety-five percent (95%) a majority of the Outstanding Company total number of Shares outstanding on a fully diluted basis, calculated in accordance with Section 3.5(b) (the "MINIMUM CONDITION"“Minimum Condition”); , and (ii2) to the other conditions set forth in Annex I. The Buyer Merger Subsidiary expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or and to make any other changes change in the terms and of or conditions of to the Offer; PROVIDEDprovided, HOWEVERthat without the prior written consent of the Company, that, unless previously approved by (i) the Company in writing, Minimum Condition may not be waived and (ii) no change may be made that: (1) decreases the Offer Price; (2) that changes the form or combination of consideration to be paid paid, decreases the Offer Price or the number of Shares sought in the Offer; (3) reduces , imposes conditions to the number of Company Shares Offer in addition to be purchased those set forth in the Offer; (4) amends Annex I or modifies the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditionsI, or otherwise amend amends any other material term of the Offer in a any manner materially adverse to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or holders of Shares in the next sentence; or (6) amends reasonable judgment of the Minimum Condition, except as provided in the next sentenceCompany. The Buyer expressly reserves initial expiration date of the right Offer shall be the twentieth (20th) business day after commencement of the Offer (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (such date, or such subsequent date to amend or waive which the Minimum Condition expiration of the Offer is extended pursuant to reduce the percentage of Outstanding Company Shares required to be validly tendered and in accordance with the terms of this Agreement, the Offer“Expiration Date”). Notwithstanding the foregoing, PROVIDED that the Buyer (x) Merger Subsidiary shall extend the Offer for a any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by Applicable Law and (y) if any condition to the Offer is not satisfied or waived on any scheduled Expiration Date, Merger Subsidiary shall, subject to the rights of the parties in Article 11, extend the Offer for one or more periods (each in the reasonable judgment of Merger Subsidiary for the minimum period of time reasonably expected by Merger Subsidiary to be required to satisfy such conditions but in any event not fewer in excess of twenty (20) business days each) until such conditions are satisfied or waived; provided, in each case, that Merger Subsidiary shall not be required to extend the Offer beyond the termination of this Agreement. If upon the acceptance for payment of, and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, Merger Subsidiary has not acquired the Requisite Short Form Merger Shares, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act of not less than 10 Business Days three (3) nor more than ten (10) business days immediately following the Expiration Date. Merger Subsidiary shall not terminate or withdraw the Offer prior to its Expiration Date, unless this Agreement is terminated in accordance with Article 11 hereof. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to (including by providing or causing to be provided to Merger Subsidiary on a timely basis the necessary funds), accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to the Offer (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”) and (ii) validly tendered in the Subsequent Offering Period. (b) On the date of commencement of the Offer, Parent and Merger Subsidiary shall 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”) that shall include the summary term sheet required thereby and, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement and other appropriate ancillary Offer documents (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and shall cause the Offer Documents to be disseminated to all holders of Shares. The Company shall promptly upon request of Parent and Merger Subsidiary provide Parent in writing with all information concerning the Company that is required to be included in the Schedule TO or the Offer Documents. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become (or shall become known to be) false or misleading in any material respect. Parent and Merger Subsidiary shall cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case, as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such amendment document is filed with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). Parent and Merger Subsidiary shall provide the Company and its counsel with (i) any comments or waiverother communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given, it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable).

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 9.01 hereof and (ii) that none of the events set forth in Annex I clauses (a) through (h) of ANNEX A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuing, as promptly as practicable, the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Securities Exchange ActAct of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT")) the Offer for any and all as promptly as reasonably practicable after the date hereof, but in no event later than seven (7) business days after the initial public announcement of the Company Shares. In execution of this Agreement; PROVIDED; HOWEVER, in the event that the Buyer Company shall cause a Subsidiary have failed to provide mailing labels to Purchaser pursuant to Section 2.02 hereof within five (5) business days after the initial public announcement of the Buyer to execution of this Agreement, Purchaser shall commence the Offer, each reference Offer within two (2) business days of receipt of such labels. (b) The obligation of Purchaser to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered pursuant to the Offer shall be exchanged for subject to (x) the right to receive the Offer Price from the Buyer. The obligation satisfaction 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION") that at least the number of Shares that, when added to Shares, if any, already owned by Parent, shall constitute (A) a majority of the then outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Series A Shares or upon the exercise or conversion of any options, warrants, rights or other convertible securities); , or such higher percentage of such class of securities as may be required to approve the Merger pursuant to the Restated Certificate of Incorporation of the Company, as amended from time to time, or applicable Law, and (iiB) a majority of the then outstanding Series A Shares, or such higher percentage of such class of securities as may be required to approve the Merger pursuant to the Restated Certificate of Incorporation of the Company, as amended from time to time, or applicable Law, shall have been validly tendered and not withdrawn prior to the expiration of the Offer, and (y) the satisfaction of each of the other conditions set forth in Annex I. The Buyer ANNEX A hereto. (c) Purchaser expressly reserves the right to waive any such condition, to increase the Offer PricePer Share Common Amount and the Per Share Preferred Amount, to waive any of the conditions to the Offer or 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, that no change may be made that: which (1i) decreases the Offer Price; Per Share Common Amount or the Per Share Preferred Amount, (ii) increases the Per Share Preferred Amount such that the Per Share Preferred Amount is greater than the amount obtained by multiplying the Per Share Common Amount by two (2) or the Per Share Common Amount such that the Per Share Common Amount is no greater than the amount obtained by dividing the Per Share Preferred Amount by two (2), (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) changes the form or combination of consideration to be paid in the Offer; , (3v) reduces extends the number of Company Shares Offer except as provided in this Section 2.01, (vi) imposes conditions to be purchased the Offer in the Offer; (4) addition to those set forth in ANNEX A hereto or amends the conditions set forth in Annex I ANNEX A to broaden the scope of such conditions, add any additional conditions(vii) reduces or waives the Minimum Condition without the prior approval of the Company, or otherwise amend (viii) amends any other material term terms of the Offer in a manner materially adverse to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms holders of the OfferShares. Notwithstanding the foregoing, PROVIDED that in addition to its rights under paragraph (e) below, Purchaser may, without the Buyer shall consent of the Company, (A) extend the Offer for a period of not fewer more than 10 Business Days after thirty (30) business days beyond the scheduled expiration date, which shall be twenty (20) business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept Shares for payment, shall not be satisfied or waived, or (B) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer. In addition, if, on the initial scheduled expiration date of the Offer, the sole condition remaining unsatisfied is the failure of the waiting period, if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), to have expired or been terminated, then Purchaser may extend the Offer from time to time until the earlier to occur of (i) December 31, 2002 and (ii) the fifth (5th) business day following the public announcement of the expiration or termination of the applicable waiting period under the HSR Act. Parent and Purchaser agree that, if any one or more of the conditions to the Offer set forth on ANNEX A are not satisfied and none of the events set forth in paragraphs (b), (f) or (g) of ANNEX A that would permit Purchaser not to accept Shares tendered for payment has occurred, then, PROVIDED that such other conditions set forth in ANNEX A are reasonably capable of being satisfied within thirty (30) days in Parent and Purchaser's sole judgment, Purchaser shall, at the request of the Company, extend the Offer from time to time unless any such amendment condition is no longer reasonably capable of being satisfied within such thirty (30) day period in Parent and Purchaser's sole judgment; PROVIDED, HOWEVER, in no event shall Purchaser be required to extend the Offer beyond December 31, 2002. (d) The Per Share Common Amount and the Per Share Preferred Amount shall, subject to applicable withholding of taxes, be paid net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. If the payment equal to the Per Share Common Amount or waiverPer Share Preferred Amount or both, as the case may be, 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 Common Amount or Per Share Preferred Amount or both, as the case may be, 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. (e) Purchaser may, in its sole discretion, provide a "subsequent offering period" as contemplated by Rule 14d-11 under the Exchange Act following its acceptance for payment of Shares in the Offer. (f) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") with respect to the Offer. 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"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents that shall have become false or misleading, 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 federal securities laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC or dissemination to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents after receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser to such comments.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 10.01 and (ii) that none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingare existing, Purchaser shall, as promptly as practicablepracticable after the date hereof, but in no event later than five business days following the Buyer shall (or shall cause a Subsidiary public announcement of the Buyer toterms of this Agreement, commence an offer (the "Offer") commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for to purchase any and all of the Company outstanding shares of common stock, $.01 par value (the "Shares. In the event that the Buyer shall cause a Subsidiary "), of the Buyer to commence the OfferCompany at a price of $38.50 per Share, each reference net to the Buyer seller in this Article I and Annex I shall be deemedcash, where applicable, to refer to such Subsidiaryless any required withholding taxes. Each Company Share accepted by the Buyer pursuant to the The Offer shall be exchanged for the right subject 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 at least a majority of the Shares (on a fully diluted basis) shall be have been validly tendered in accordance with the terms of the Offer prior to the Expiration Time expiration date of the Offer and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITIONMinimum Tender Condition"); ) and (ii) to the other conditions set forth in Annex I. The Buyer I hereto. Purchaser expressly reserves the right to increase waive the Offer Price, to waive Minimum Tender Condition or any of the other conditions to the Offer, to increase the price per Share payable in the Offer or and to make any other changes change in the terms and or conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved by provided that (i) the Purchaser shall not waive the Minimum Tender Condition without the consent of the Board of Directors of the Company and (ii) without the consent of the Board of Directors of the Company, the Purchaser shall not make any change in writing, no change may be made that: (1) decreases the terms or conditions of the Offer Price; which (2A) changes the form or combination of consideration to be paid or (B) decreases the price per Share payable in the Offer; Offer or (3C) reduces the maximum number of Company Shares to be purchased in the Offer; Offer or (4D) amends imposes conditions to the conditions Offer in addition to those set forth in Annex I to broaden hereto or (E) extends the scope expiration date of such conditions, add the Offer (except as required by law or the applicable rules and regulations of the SEC) or (F) amends any additional conditions, or otherwise amend any other material term of the Offer in a any manner materially adverse to holders of Shares; provided that Purchaser shall have the Company Shareholders; (5) extends right, in its sole discretion, to extend the OfferOffer on up to two separate occasions for up to five business days each, except as provided notwithstanding the prior satisfaction of conditions set forth on Annex I hereto, in Section 1.1(b) or in the next sentence; or (6) amends order to attempt to satisfy the Minimum Condition, except as provided in Tender Condition or to satisfy the next sentence. The Buyer expressly reserves requirements of Section 253 of the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms Delaware General Corporation Law. (b) Promptly upon commencement of the Offer, PROVIDED that Parent and the Buyer Purchaser shall extend file the Offer Documents with the SEC. Parent, the Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have been found to be or become false or misleading in any material respect. Parent and the Purchaser agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Schedule 14D-l prior to the filing thereof with the SEC. Parent and the Purchaser shall provide the Company and its counsel a period copy of not fewer than 10 Business Days any written comments or telephonic notification of any oral comments Parent or the Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and shall provide the Company and its respective counsel with a copy of any such amendment written responses thereto and telephonic notification of any oral responses thereto of Parent or waiverthe Purchaser or their counsel.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and Article VIII hereof, (ii) none of the events or conditions set forth in Section II of Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingexisting and (iii) the Company shall have complied with its obligations under Section 1.2 hereof, as promptly as practicablePurchaser shall, the Buyer shall (or and Parent shall cause a Subsidiary of the Buyer to) Purchaser, to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and all of as promptly as reasonably practicable after the Company Sharesdate hereof, but no later than five (5) Business Days thereafter (or such other later date as the parties may mutually agree in writing). In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pursuant to Purchaser in accordance with the terms of the Offer shall be exchanged for the right to receive from the Purchaser the Offer Price from the BuyerPrice, without interest. The obligation of the Buyer Purchaser to, and of Parent to cause Purchaser to, accept for payment and to pay for any Company Shares tendered in the Offer and not withdrawn shall be subject only to the satisfaction or earlier waiver of: (i) of all the condition that there shall be validly tendered in accordance with the terms conditions of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. I, including the Minimum Tender Condition, and to the terms and conditions of this Agreement. The Buyer conditions to the Offer set forth in Annex I are for the sole benefit of Parent and Purchaser and each of Parent and Purchaser expressly reserves the right from time to time, subject to Sections 1.1(b) and 1.1(d) hereof, to waive any such condition, to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved . The Company agrees that no Shares held by the Company in writingor any of its Subsidiaries will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, no change may be made that: neither Parent nor Purchaser shall (1i) decreases decrease the Offer Price; (2) changes Price or change the form or combination of consideration to be paid payable in the Offer; , (3ii) reduces decrease the number of Company Shares sought to be purchased in the Offer; , (4iii) amends amend or waive satisfaction of the Minimum Tender Condition (as defined in Annex I), (iv) impose conditions to the Offer in addition to the conditions to the Offer set forth in Annex I or (v) amend the conditions to broaden the scope Offer set forth in Annex I in any manner that is adverse to the holders of the Shares. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) having such terms and conditions as set forth in Annex I hereto. As soon as practicable on the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall file or cause to be filed with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO (together with all amendments, exhibits and supplements thereto, the “Schedule TO”) with respect to the Offer that will comply in all material respects with the provisions of all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement, to the extent required (which documents, together with any supplements, exhibits or amendments thereto, and any other schedules, forms and ancillary Offer documents and instruments filed in connection with the Offer and related transactions are referred to collectively herein as the “Offer Documents”). Parent and Purchaser shall disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Purchaser for inclusion in the Schedule TO and the Offer Documents. Parent and Purchaser hereby further agree that the Schedule TO and the Offer Documents, when 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; provided, however, that no representation or warranty is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents, when 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. Each of Parent, Purchaser and the Company shall promptly correct any information provided by or on behalf of it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Purchaser shall take all steps necessary to cause the Schedule TO and the Offer Documents, as amended, to reflect such corrected information, to be filed with the SEC and the other Offer Documents, as amended to reflect such corrected information, to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable securities laws, provided that, to the extent any information provided by or on behalf of the Company shall have become false or misleading in any material respect, the Company shall bear all costs, fees and expenses related to the correction and filing of the revised Schedule TO and Offer Documents with the SEC. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC, and Parent and Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents as promptly as practicable after receipt of such conditionscomments, add and any additional conditionswritten or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or otherwise amend any other material term changes suggested thereto by the Company and its counsel. (d) Subject to the terms and conditions of this Agreement and the Offer, the Offer to Purchase shall provide that the Offer will expire at midnight, New York time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1 promulgated under the Exchange Act) after the date the Offer is commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act). Purchaser agrees that after commencing the Offer, it shall not terminate or withdraw the Offer or, except as set forth in this Section 1.1(d), extend the expiration date of the Offer in a manner materially adverse to unless, at the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms expiration date of the Offer, PROVIDED that the Buyer conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived or, in the case of termination, such termination is in connection with the termination of this Agreement pursuant to Article VIII hereof. If at the expiration date of the Offer, the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived, Parent shall cause Purchaser to extend the expiration date of the Offer until the date such conditions are satisfied or earlier waived and Purchaser becomes obligated to accept for payment and pay for Shares tendered pursuant to the Offer if such conditions may, in the reasonable judgment of Parent, be satisfied prior to the applicable termination date set forth in Section 8.2(a). Parent may cause Purchaser to (i) extend the expiration date of the Offer (as it may be extended) for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer and (ii) extend the expiration date of the Offer (as it may be extended) for up to two periods, each for up to five (5) Business Days, if on such expiration date the conditions for the Offer described in Annex I hereto, other than the Minimum Tender Condition, shall have been satisfied or earlier waived. Notwithstanding the foregoing, Purchaser (or Parent on its behalf) may, in its sole discretion provide a “subsequent offering period” for the Offer for a period number of days in accordance with Rule 14d-11 promulgated under the Exchange Act (each such period, a “Subsequent Offering Period”). (e) Subject to the terms and conditions set forth in this Agreement and the Offer, Purchaser shall accept for payment and pay for all Shares validly tendered and not fewer than 10 Business Days withdrawn pursuant to the Offer promptly after the applicable expiration date of the Offer (as it may be extended) and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer or during any Subsequent Offering Period shall be paid net to the holder thereof in cash, subject to reduction only for any applicable federal back-up withholding or other Taxes payable by such holder. To the extent any such amendment amounts are so deducted or waiverwithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall provide, or cause to be provided to Purchaser, immediately preceding the applicable expiration time of the Offer (as it may be extended), the funds necessary to pay for any Shares of Common Stock that Purchaser accepts or is obligated to accept for payment pursuant to the Offer, and shall cause Purchaser to perform on a timely basis all of Purchaser’s obligations under this Agreement.

The Offer. (a) By no later than 9:00 a.m., New York City time, on Friday, June 27, 2008, Parent, on behalf of Purchaser, shall extend the Pending Offer to July 18, 2008. Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.1 and (ii) none of the events or conditions set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingcontinuing and not have been waived by Parent or Purchaser, as promptly as practicablereasonably practicable and, the Buyer shall in any event, within five (or shall cause a Subsidiary 5) Business Days of the Buyer to) commence (within date of this Agreement, Parent or the meaning Purchaser shall amend the Pending Offer to reflect the execution of Rule 14d-2 under this Agreement and the Exchange Act) terms hereof and to purchase for cash all Shares at the Offer for any and all Price. The obligations of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. 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 Purchaser to accept for payment and to pay for any Company Shares validly tendered on or prior to the expiration of the Offer and not properly withdrawn shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be being validly tendered in accordance with and not properly withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a that number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, which represents at least ninety-five percent (95%) a majority of the Outstanding Company Shares outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); “Minimum Condition”) and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves I hereto. Subject to the right to increase prior satisfaction or waiver by Parent or the Offer Price, to waive any Purchaser of the conditions to Minimum Condition and the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden hereto, the scope of such conditionsPurchaser shall (and Parent shall cause Purchaser to), 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED consummate the Offer and accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Offer, which shall initially be July 18, 2008, provided, however, that (x) if on the Buyer initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as extended in accordance with this Agreement), 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 Offer for such period as the Purchaser may determine, (y) the Purchaser may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and (z) the Purchaser may, in its sole discretion, provide a period “subsequent offering period” in accordance with Rule 14d-11 under the U.S. Securities Exchange Act of not fewer than 10 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), provided that, in no event shall the Offer or any “subsequent offering period” extend beyond the Outside Date without the mutual written consent of the Company and Parent. In addition, the Purchaser may increase the Offer Price and extend the Offer to the extent required by Law in connection with such increase, in each case in its sole discretion and without the Company’s consent. Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall, without the prior written consent of the Company (i) change or waive the Minimum Condition, (ii) reduce the Offer Price or decrease the number of Shares sought to be purchased in the Offer, (iii) change the expiration date of the Offer (except to the extent required or permitted pursuant to this Section 1.1(a)), impose any condition to the Offer in addition to the conditions set forth or referred to in this Section 1.1(a) or amend, modify or supplement any of the terms of the Offer in any manner adversely affecting the holders of Shares. (b) As promptly as reasonably practicable and, in any event, within five (5) Business Days of the date of this Agreement, Parent or Purchaser shall file with the United States Securities and Exchange Commission (the “SEC”) an amendment to Parent’s Tender Offer Statement on Schedule TO, as amended, and originally filed on May 30, 2008 with respect to the Pending Offer, which amendment shall reflect the execution of this Agreement and the terms hereof and shall include an amended offer to purchase, form of letter of transmittal and form of notice of guaranteed delivery (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Subject to the Company’s compliance with Section 1.2(b), Parent and the Purchaser shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable U.S. federal securities laws. Parent and the Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and the Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable U.S. federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that 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 Parent’s or the Purchaser’s, as the case may be, receipt of such comments, and (ii) a reasonable opportunity to participate in the response of Parent or Purchaser to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and/or Purchaser or their counsel in any such amendment discussions or waivermeetings with the SEC.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 10.1 and (ii) none of the events set forth in Annex I hereto A shall have occurred or be existing, the Company shall commence the Offer within two (2) business days of Purchaser's request, but in no event later than ten (10) business days, from the date hereof. Subject to Article III and the conditions set forth in Annex A, the Company shall accept for payment Shares which have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following expiration of the Offer that would entitle the Buyer not all conditions to consummate the Offer shall have occurred and be continuing, as promptly as practicable, been satisfied or waived by the 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 Company. The obligation of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offeraccept for payment, each reference to the Buyer in this Article I purchase and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pay for Shares tendered 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 Article III and the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves A hereto and to the right further condition that a number of Shares representing not less than a majority of the Shares then outstanding on a fully diluted basis shall have been validly tendered and not withdrawn prior to the expiration date of the Offer (the "Minimum Condition"). At Purchaser's request, the Company ----------------- shall increase the price per Share payable in the Offer Price, to waive any of the conditions and make such other changes to the Offer or as Purchaser may request, provided, however, that the -------- ------- Company will not be required to make any other changes which decrease the price per Share payable in the terms and conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, no which change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces , or which reduce the maximum number of Company Shares to be purchased in the Offer; (4) amends , which impose conditions to the conditions Offer in addition to those set forth in Article III and Annex I to broaden A hereto or which broadens the scope of such conditions, add . The Company shall make no other changes to the Offer or waive any additional conditions, conditions to the Offer or otherwise amend take any other material term action, including, without limitation, notice of acceptance of tendered Shares to the depositary, with respect to the Offer without Purchaser's prior written consent. The Per Share Amount shall be paid net to the seller in cash, less any required withholding of taxes, upon the terms and subject to such condition tions of the Offer. Subject to the terms of the Offer in a manner materially adverse to the Company Shareholders; (5) extends the Offerinclud ing, except as provided in Section 1.1(b) or in the next sentence; or (6) amends without limitation, the Minimum Condition, except Article III and Annex A), the Company shall pay, as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms promptly as practicable after expiration of the Offer, PROVIDED for all Shares validly tendered and not withdrawn. The Company agrees that no Shares held by the Buyer shall extend Company or any of its Subsidiaries (as hereinafter defined) will be tendered in the Offer for a period of not fewer than 10 Business Days after any such amendment or waiverOffer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 9.01 and (ii) that none of the events set forth in clauses (a) through (i) of Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuing, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five (5) business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser’s intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered pursuant to the Offer shall be exchanged for the right subject 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 (the “Minimum Condition”) that there at least the number of Shares that shall be constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the satisfaction of each of the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or and 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 (1i) amends or waives the Minimum Condition, (ii) decreases the Offer Price; price per Share payable in the Offer, (2iii) changes the form or combination of consideration to be paid in the Offer; , (3iv) reduces the maximum number of Company Shares to be purchased in the Offer; , (4v) 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 I A so as to broaden the scope of such conditions, add any additional conditions, or otherwise amend any other material term of the Offer in a manner materially adverse conditions to the Company Shareholders; Offer, (5vii) extends the Offerextends, except as provided in Section 1.1(b) or in for below, the next sentence; Offer or (6viii) amends makes any other change to any of the Minimum Conditionterms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, except Purchaser shall from time to time, (i) extend the Offer, until such time as provided 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 next sentenceSecurities 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 Buyer 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 amend delay payment for Shares solely in order to comply in whole or waive in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e--1(c) promulgated under the Minimum Condition 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 reduce meet the percentage of Outstanding Company Shares required to objective that there be validly tendered tendered, in accordance with the terms of the Offer, PROVIDED 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 Buyer certificate so surrendered shall extend 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 period reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of not fewer than 10 Business Days 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 amendment or waivercomments from the SEC regarding the Offer Documents.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.01, 8.02, 8.03 or 8.04 and (ii) none of the events set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuingexisting, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I accept for payment and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pay for Shares tendered 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: of (i) the condition (the "Minimum Condition") that there at least the number of Shares that when added to the Shares already owned by Parent shall be constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Price, to waive any of the conditions to the Offer or Per Share Amount and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that, unless previously approved by the Company Purchaser will not (i) decrease the Per Share Amount, (ii) reduce the number of Shares sought in writingthe Offer, no change may be made that: (1iii) decreases add to the conditions to the Offer Price; set forth in Annex A hereto, (2iv) changes change the form or combination of consideration to be paid in the Offer; Offer or (3v) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditions, or otherwise amend make any other material term of the Offer change in a manner materially adverse to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer that is adverse to holders of Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer. Notwithstanding the foregoing, without the consent of the Company, Purchaser shall have the right to extend the Offer (but in no event later than the Termination Date) (i) from time to time if, at the scheduled or extended expiration date of the Offer, PROVIDED any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived, (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law and (iii) on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the Buyer number of Shares tendered (and not withdrawn) pursuant to the Offer, together with the Shares then owned by Parent, represents more than 80% but less than 90% of the outstanding Shares on a fully-diluted basis. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, subject to Section 8.04(b), Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived. Upon the terms and subject to the conditions of the Offer, Purchaser shall accept for payment Shares that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time that all conditions to the Offer shall have been satisfied or waived by Purchaser. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the Securities and Exchange Commission (the "SEC") a period Tender Offer Statement on Schedule 14D-1, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-1"), with respect to the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and the related form of not fewer than 10 Business Days letter of transmittal and any related summary advertisement (the Schedule 14D-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"). Parent, Purchaser and the Company shall correct promptly any information provided by any of them for use in the Offer Documents which shall become false or misleading, and Parent and Purchaser shall take all steps necessary to cause the Schedule 14D-1, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents (and any amendments thereto) prior to their being filed with the SEC or disseminated to the holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments or other communications, whether written or oral, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after any receipt of such amendment comments or waiverother communications.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.1 and (ii) none of the events or circumstances set forth in paragraphs (a) - (f) of Annex I A hereto that would entitle shall have occurred or be existing, the Buyer not Purchaser agrees to consummate commence the Offer by the fifth business day after the first public announcement of the execution hereof or on such earlier date as is reasonably practicable. The initial expiration date for the Offer shall have occurred and be continuing, as promptly as practicable, twenty (20) business days after the Buyer shall (or shall cause a Subsidiary commencement of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and all Offer. The obligation of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer Purchaser to commence the Offer, each reference to the Buyer in this Article I accept for payment and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pay for Shares tendered pursuant to the Offer shall be exchanged for subject to the right condition (the "Minimum Condition") that the number of Shares validly tendered and not withdrawn prior to receive the expiration of the Offer, combined with any Shares already owned by the Parent, the US Parent, the Purchaser or any of their affiliates and Shares subject to the Stockholders Agreements and not tendered in the Offer, constitute more than 50% of the Shares outstanding on a fully diluted basis at the expiration of the Offer Price from the Buyer. The obligation of the Buyer to accept for payment and to pay for any Company Shares tendered also shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. A. The Buyer Purchaser expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or 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, provided that no change may be made that: (1) without the consent of the Company which is adverse to the holders of Shares, decreases the Offer Price; (2) price per Share payable in the Offer, changes the form or combination of consideration to be paid in the Offer; (3) , reduces the maximum number of Company Shares to be purchased in the Offer; (4) amends , imposes conditions to the conditions Offer in addition to those set forth in Annex I to broaden A hereto or extends the scope of such conditions, add any additional conditions, or otherwise amend any other material term expiration date of the Offer in a manner materially adverse to (except that the Company Shareholders; (5) extends Purchaser, without the Offerconsent of the Company, except as provided in Section 1.1(b) or in may extend the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms expiration date of the Offer, PROVIDED that subject to the Buyer shall extend the Offer for a period Company's rights of not fewer than 10 Business Days after termination pursuant to Section 8.1, (a) as required to comply with any such amendment or waiver.rule, regulation or

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.1 and (ii) none no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex I A hereto that would entitle (the Buyer not to consummate the "Offer shall have occurred and be continuingConditions"), Purchaser shall, as promptly soon as practicable, reasonably practicable after the Buyer shall date hereof (or shall cause a Subsidiary and in any event within five business days from the date of public announcement of the Buyer toexecution hereof), commence an offer (the "Offer") commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase for any and cash all of the issued and outstanding shares of Common Stock, par value $1.00 per share (referred to herein as either the "Shares" or "Company Shares. In the event that the Buyer shall cause a Subsidiary Common Stock"), of the Buyer to commence the OfferCompany at a price of $37.00 per Share, each reference net to the Buyer seller in this Article I and Annex I shall be deemed, where applicable, cash. The obligation of Purchaser to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered 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 terms by Purchaser of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer Conditions. Purchaser expressly reserves the right to increase the Offer Priceright, in its sole discretion, to waive any of such condition (other than the conditions to Minimum Condition as defined in the Offer or to Conditions) and make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, provided that, unless previously approved by the Company in writing, no change may be made that: (1) which changes the Minimum Condition or decreases the Offer Price; (2) price per Share payable in the Offer, changes the form or combination of consideration to be paid payable in the Offer; Offer (3) other than by adding consideration), reduces the maximum number of Company Shares to be purchased in the Offer; , or amends the terms or Offer Conditions or imposes conditions or terms to the Offer in addition to those set forth herein which, in either case, are adverse to holders of the Shares. Purchaser agrees that, unless it is permitted to terminate this Agreement pursuant to Section 8.1(a), 8.1(b), 8.1(c)(ii) or 8.1(e), it can terminate the Offer only on a scheduled expiration date. Purchaser further agrees that: (4A) amends in the event it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in Annex I to broaden the scope of such conditionsparagraphs (a), add any additional conditions(b), (c), (d)(i), (e) or otherwise amend any other material term (h) of the Offer Conditions to be satisfied or waived, it shall give the Company notice thereof and, at the request of the Company, extend the Offer until the earlier of (1) such time as such condition is or conditions are satisfied or waived and (2) the date chosen by the Company which shall not be later than (x) the Outside Date (as defined in a manner materially adverse Section 8.1) applicable to the Company Shareholders; (5) extends condition or conditions with respect to which the Offer, except as provided in Section 1.1(b) or in the next sentence; extension is requested or (6y) amends the Minimum Conditionearliest date on which the Company reasonably believes such condition or conditions will be satisfied; provided that if such condition is not or conditions are not satisfied by any date chosen by the Company pursuant to this clause (y), except as provided in the next sentence. The Buyer expressly reserves Company may request further extensions of the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered Offer in accordance with the terms of this Section 1.2(a); and (B) in the Offerevent that it would otherwise be entitled to terminate the Offer at the initial scheduled expiration date thereof due solely to the failure of the Minimum Condition to be satisfied or waived, PROVIDED that it shall, at the Buyer shall request of the Company (which request may be made by the Company only on one occasion), extend the Offer for a period up to five business days from such initial scheduled expiration date. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not fewer than 10 Business Days after limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such amendment condition (except for any action or waiverinaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. (b) As soon as reasonably practicable on the date the Offer is commenced, Purchaser shall file a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer with the Securities and Exchange Commission (the "SEC"). The Schedule 14D-1 shall contain an Offer to Purchase and forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). Parent and Purchaser agree that the Company and its counsel shall be given an opportunity to review the Schedule 14D-1 before it is filed with the SEC. Parent, Purchaser and the Company each agrees promptly to correct 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 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Section (a) through (i) of Annex I A attached hereto that would entitle the Buyer not to consummate the Offer and made a part hereof (“Annex A”) shall have occurred and be continuing, as promptly as practicablecontinuing (and shall not have been waived by the Merger Sub), the Buyer shall (or Merger Sub shall, and the Parent shall cause a Subsidiary of the Buyer Merger Sub to) , commence (within the meaning of Rule 14d-2 under of the Exchange ActAct (as defined in Section 2.9(a)(ii))) the Offer for any and all of as promptly as reasonably practicable after the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pursuant to the Offer shall be exchanged for the right to receive the Offer Price from the Buyerdate hereof. The obligation of the Buyer Merger Sub to accept for payment and to pay for any Company the Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver of: (i) of the condition that there shall be validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a that number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, which represents at least ninety-five percent (95%) a majority of the Outstanding Company then outstanding Shares on a fully-diluted basis (taking into account all Shares issued and outstanding as of the expiration of the Offer and all additional Shares that would be issued and outstanding if all vested options, warrants or rights to purchase Shares at a price per Share less than the Offer Consideration were exercised) (the "MINIMUM CONDITION"); “Minimum Condition”) and (ii) to the satisfaction or waiver by the Merger Sub of the other conditions set forth in Annex I. A (the Minimum Condition and the conditions set forth in Annex A collectively, the “Offer Conditions”). The Buyer Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 3.1(a)) will be tendered to the Merger Sub pursuant to the Offer. The Merger Sub expressly reserves the right to increase the Offer Price, to waive in whole or in part any of the conditions Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer or 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, that no change may be made that: (1) without the prior written consent of the Company which decreases the Offer Price; (2) price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form or combination of consideration to be paid in the Offer; (3) reduces , imposes conditions to the number of Company Shares Offer in addition to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden A, waives or changes the scope of such conditions, add any additional conditions, Minimum Condition or otherwise amend makes any other material term change in the terms and conditions of the Offer that is in a any manner materially adverse to the Company Shareholders; (5) extends the Offerholders of Shares or, except as provided in Section 1.1(b) or in below, extends the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentenceOffer. The Buyer expressly reserves the right Subject to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer and this Agreement and the satisfaction of the Minimum Condition 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, PROVIDED the Merger Sub shall 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 Legal Requirements (as defined in Section 3.2(d)). The scheduled expiration date of the Offer shall initially be 20 Business Days (as defined in Section 9.3(e)) following the date of commencement of the Offer (counting for such purposes the day the Offer is commenced as the first day of such period), and the Offer shall be extended until such time as the Offer Conditions are satisfied or, to the extent permitted by this Agreement, waived; provided, however, that the Buyer scheduled expiration date of the Offer shall not be extended beyond 75 calendar days following the date of commencement of the Offer (counting for such purposes the day the Offer is commenced as the first day of such period) without the mutual written consent of the Company and the Merger Sub (such date as may be so extended, the “Outside Offer Date”). Notwithstanding the foregoing, the Merger Sub may, without the consent of the Company, (i) extend the Offer for a any period required by any rule, regulation or interpretation of not fewer than 10 the United States Securities and Exchange Commission (the “SEC”), the staff thereof or the Nasdaq National Market (“NASDAQ”) applicable to the Offer (but in no event beyond the Outside Offer Date) or (ii) provide for one or more “subsequent offering periods” of up to an additional 20 Business Days in the aggregate in accordance with and to the extent permitted by Rule 14d-11 under the Exchange Act. Parent and Merger Sub shall not terminate the Offer prior to any scheduled expiration date (as the same may be extended or required to be extended) without the written consent of the Company except in the event that Parent and Merger Sub terminate this Agreement pursuant to Section 8.1. At the time that the Merger Sub becomes obligated to accept for payment and pay for Shares pursuant to the Offer, the Parent shall provide or cause to be provided to the Merger Sub the funds necessary to pay for all Shares that the Merger Sub becomes so obligated to accept for payment and pay for pursuant to the Offer. The Offer Consideration shall, subject to any required withholding of Taxes (as defined in Section 9.3(h)), be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (b) On the date of the commencement of the Offer, the Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the “Offer Documents”). The Parent and the Merger Sub shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Parent and the Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Merger Sub will cause 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 and the DGCL. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, the Parent and the Merger Sub agree to provide the Company and its counsel with any comments, whether written or oral, that the Parent or the Merger Sub or either of their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO promptly after the receipt of such comments and to consult with the Company and its counsel prior to responding to any such amendment comments (and provide the Company and its counsel with copies of any such written response and telephonic notification of any such verbal response). If the Offer is terminated or waiverwithdrawn by the Merger Sub, the Parent and the Merger Sub shall promptly use their respective best efforts to cause the Paying Agent to cause all tendered Shares to be returned to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.7(a)).

The Offer. (a) Provided that (i) this Agreement shall not have previously been terminated in accordance with Section 7.1 7.1, the Company has fulfilled its obligation to provide information to Parent and the Purchaser pursuant to Section 1.1(h) and the Company is prepared (iiin accordance with Section 1.2(b), to file the Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) none on the same date as the Purchaser commences the Offer, the Purchaser shall, and Parent shall cause the Purchaser to, within 10 Business Days after the date of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuinginitial public announcement of this Agreement, as promptly as practicablecommence, the 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 that the Buyer shall cause a Subsidiary of 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. 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 Purchaser to accept for payment and to or pay for any Company Shares shares validly tendered in the Offer and not properly withdrawn shall be subject only to the satisfaction or waiver ofsolely to: (i) the condition that there shall be being validly tendered in accordance with the terms of the Offer and not properly withdrawn prior to the Expiration Time and not withdrawn a Date that number of Company Shares thatwhich, together with the Company Shares number of Shares, if any, then owned of record by Parent or the Buyer and its SubsidiariesPurchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, voting power, represents at least ninety-five percent (95%) a majority of the Outstanding Shares then outstanding (determined on a Fully Diluted Basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of this Agreement on the date Shares are accepted for payment (collectively, the "MINIMUM CONDITION"“Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or the Purchaser in their sole discretion, of the other conditions and requirements set forth in Annex I. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or the Purchaser in their sole discretion, of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly after the Purchaser is legally permitted to do so under applicable Law (the date and time of acceptance for payment of such Shares, the “Acceptance Time”). Parent shall provide or cause to be provided to the Purchaser on a timely basis funds sufficient to purchase and pay for any and all Shares that the Purchaser becomes obligated to accept for payment and purchase pursuant to the Offer. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the holder of such Share in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. The Buyer Parent and the Purchaser expressly reserves reserve the right to increase the Offer Price, to waive any of the conditions condition to the Offer (except the Minimum Condition) or to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no change may be made that: the Purchaser shall not (1i) decreases decrease the Offer Price; , (2ii) changes change the form or combination of consideration to be paid payable in the Offer; , (3iii) reduces reduce the maximum number of Company Shares to be purchased in the Offer; , (4iv) amends amend or waive the Minimum Condition, (v) amend or modify any of the other conditions set forth in Annex I and requirements to broaden the scope of such conditions, add any additional conditions, or otherwise amend any other material term of the Offer in a manner materially adverse to the Company Shareholders; holders of Shares, (5vi) extends impose additional conditions to the Offer, except as provided in Section 1.1(b) or in the next sentence; Offer or (6vii) amends extend the Minimum Condition, except as provided Expiration Date other than in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the OfferOffer shall expire at 9:00 p.m. (Eastern time) on July 1, PROVIDED that 2010 (the Buyer “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date on which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) Notwithstanding anything in this Agreement to the contrary, the Purchaser shall be permitted and required to extend the Offer from time to time only as follows (and the Purchaser and Parent shall not extend the Offer for a period any other reason without the prior written consent of the Company) (i) if on any then-scheduled Expiration Date any of the conditions to the Offer (including the Minimum Condition or the other conditions and requirements set forth in Annex I) have not fewer than been satisfied or, to the extent permitted, waived by Parent or the Purchaser, then the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for successive periods of 10 Business Days each in order to permit the satisfaction of such condition or conditions or, to the extent permitted, the waiver of such condition or conditions, and (ii) the Purchaser shall (and Parent shall cause the Purchaser to) 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. (f) If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to Shares issuable upon the exercise of the Top-Up Option or Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall, and Parent shall cause the Purchaser to, immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period”. The Offer Documents shall provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company unless this Agreement is terminated pursuant to Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall, and Parent shall cause the Purchaser to terminate the Offer promptly. If the Offer is terminated by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares that have not then been purchased in the Offer to the registered holders thereof. (h) On the date of the commencement of the Offer, Parent and the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits: the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement and other ancillary Offer documents and instruments required by the Exchange Act pursuant to which the Offer shall be made (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent all information concerning the Company that may be reasonably requested by Parent in connection with any action contemplated by this Section 1.1(h). Parent and the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Exchange Act, the SEC or its staff or The New York Stock Exchange (the “NYSE”). Parent and the Purchaser, on the one hand, and the Company, on the other hand, agree to correct promptly any information provided by such party for use in the Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. No representation is made by Parent or the Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Except in connection with a disclosure regarding a Change of Board Recommendation or an Acquisition Proposal received by the Company, the Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except in connection with a disclosure regarding a Change of Board Recommendation or an Acquisition Proposal received by the Company, Parent and the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment upon any such amendment written responses and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or waiverchanges suggested thereto by the Company and its counsel. (i) The Offer Price shall be automatically adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to shares of Company Common Stock occurring or having a record date on or after the date of this Agreement and prior to the payment by the Purchaser for the Shares.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.01 and (ii) none of the events set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuingexisting, the Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer, each reference which announcement shall occur on the date hereof or on the following day. The obligation of the Purchaser to the Buyer in this Article I accept for payment and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pay for Shares tendered 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); ) that Shares constituting at least 80% of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and (ii) not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex I. A hereto. In the event that Shares constituting at least 19.9% of the then outstanding Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer, and all the conditions set forth in Annex A thereto shall have been satisfied other than the Minimum Condition, the Purchaser may, at its option, purchase for the Per Share Amount any number of such Shares constituting in the aggregate no more than 19.9% of the then outstanding Shares, on a pro rata basis if a greater number of Shares shall have been tendered into the Offer by the holders thereof. The Buyer Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or 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, that no change may be made that: (1) without the prior written consent of the Company that decreases the Minimum Condition, that decreases the price per Share payable in the Offer Price; (2) below the Per Share Amount, that changes the form or combination of consideration to be paid in the Offer; (3) , that reduces the maximum number of Company Shares to be purchased in the Offer; (4) amends Offer or that imposes conditions to the conditions Offer in addition to those set forth in Annex I A hereto. The Per Share Amount shall, subject to broaden applicable withholding of taxes, be net to the scope seller in cash, upon the terms and subject to the conditions of such conditions, add any additional conditions, or otherwise amend any other material term the Offer. Subject to the terms and conditions of the Offer in a manner materially adverse to the Company Shareholders; (5) extends the Offerincluding, except as provided in Section 1.1(b) or in the next sentence; or (6) amends without limitation, the Minimum Condition), except the Purchaser shall pay, as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn; PROVIDED that if on the Buyer shall initial scheduled expiration date (which will be twenty business days after the date of the commencement of the Offer) of the Offer, all the conditions to the Offer have not been satisfied or waived, the Offer may be extended from time to time until January 4, 1999, without the consent of the Company. Notwithstanding the foregoing, the Purchaser may not, without the prior written consent of the Company, extend the Offer pursuant to the foregoing sentence if the failure to satisfy any of the conditions to the Offer was caused by or resulted from the failure of the Parent or the Purchaser to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by the Parent or the Purchaser of any material representation or warranty of either of them contained in this Agreement. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Purchaser shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect to the Offer and the other Transactions (as hereinafter defined). The Schedule 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 14D-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 Parent, the Purchaser and the Company agree to correct promptly any information provided by any of them for a period use in the Offer Documents that shall have become false or misleading, and the Parent and the Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of not fewer than 10 Business Days after any such amendment or waiverShares, in each case as and to the extent required by applicable federal securities laws.

The Offer. Provided that As promptly as practicable (i) this Agreement shall not have been terminated but in accordance with Section 7.1 and (ii) none no event later than five business days after the public announcement of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuing, as promptly as practicableexecution hereof), the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the Offer "Offer") for any and all of the Company outstanding shares of Common Stock, par value $.03 per share (the "Shares. In the event that the Buyer shall cause a Subsidiary "), of the Buyer Company at a price of U.S.$45.00 per Share, net to the seller in cash (such price, or 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, 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 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, each reference to the Buyer in this Article I Offer and Annex I shall be deemed, where applicable, to refer to such Subsidiary. 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 validly tendered on or prior to the expiration of the Offer and not properly withdrawn shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time Minimum Condition and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. A hereto. The Buyer expressly reserves Offer shall be made by means of an offer to purchase (the right "Offer to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in Purchase") containing the terms set forth in this Agreement, the Minimum Condition and conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, no change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentenceA hereto. The Buyer expressly reserves the right to 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 Offer in any manner adverse to reduce the percentage holders of Outstanding the Shares (other than with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1) without the written consent of the Company Shares required (such consent to be validly tendered in accordance with authorized by the terms Board of Directors of the Company (the "Company Board") or a duly authorized committee thereof); provided, however, that if on the initial scheduled expiration date of the Offer, PROVIDED 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 Buyer shall 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 Price may be increased, and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares validly tendered as soon as it is permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares validly tendered and not withdrawn pursuant to the Offer equal less than 90% of the 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 not fewer than 10 Business Days after any such amendment or waiverinitial expiration date of the Offer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.01 and (ii) none nothing shall have occurred that would render any of the events conditions set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingincapable of being satisfied, as promptly as practicablepracticable (but in no event later that five (5) business days after the date of this Agreement), the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase for cash (the Offer for "Offer") any and all of the Company issued and outstanding shares of Common Stock (the "Shares") at a price of $8.79 per Share, net to the seller in cash, without interest. In For purposes of this Agreement, the event that the Buyer term "Transaction Consideration" shall cause a Subsidiary mean $8.79 per Share in cash or any higher price as shall be paid in respect of the Buyer Shares in the Offer. The obligations of Purchaser to commence the Offer, each reference to the Buyer in this Article I Offer and Annex I shall be deemed, where applicable, to refer to such Subsidiary. 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 to only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves A hereto (any or all of which may, subject to the right provisions hereof, be waived by Parent or Purchaser, subject to increase applicable law). Without the Offer Priceprior written consent of the Company, Purchaser shall not (i) decrease the Transaction Consideration with respect to waive any Shares, (ii) decrease the number of Shares to be purchased in the Offer, (iii) change the form of consideration payable in the Offer, (iv) add to or change the conditions to the Offer set forth in Annex A, (v) waive the Minimum Condition (as defined in Annex A) or to (vi) make any other changes change in the terms or conditions of the Offer. Parent and Purchaser expressly reserve the right to waive any condition (other than the Minimum Condition) specified in Annex A or to increase the Transaction Consideration. Provided that this Agreement shall not have been terminated in accordance with Article VIII hereof, if the conditions set forth in Annex A are not satisfied or, to the extent permitted hereby, waived by Purchaser as of the date the Offer would otherwise have expired, then, except to the extent that such conditions are incapable of being satisfied, Purchaser will extend the Offer from time to time until the earlier of the consummation of the Offer or the date which is twenty (20) business days from the original expiration date of the Offer (such date, the "Final Date"). Purchaser shall, subject to the terms and conditions of the Offer, accept for payment Shares validly tendered and not withdrawn as soon as it is legally permitted to do so under applicable law; PROVIDEDprovided, HOWEVERhowever, that, unless previously approved by the Company in writing, no change may that Purchaser shall be made that: (1) decreases entitled to extend the Offer Price; one or more times beyond the Final Date for an aggregate period of up to ten (210) changes business days if on the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends Final Date the conditions to the Offer set forth in Annex I to broaden the scope A have been satisfied or waived but there shall not have been tendered that number of such conditions, add any additional conditions, or otherwise amend any other material term Shares which would equal at least ninety percent (90%) of the issued and then outstanding Shares. Purchaser shall be obligated to consummate the Offer in a manner materially adverse immediately upon reaching such ninety percent (90%) threshold. Such extended date shall then be the Final Date for purposes of this Agreement. The Company agrees that it will not tender, and will not permit any of its subsidiaries to tender, any Shares held by it or any such subsidiary pursuant to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiver.

The Offer. (a) Provided that (i) this Agreement shall has not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingArticle 8, as promptly as practicablepracticable after the date of this Agreement, but in no event more than ten (10) Business Days after the Buyer shall date of this Agreement, Purchaser will (or shall and Parent will cause a Subsidiary of the Buyer Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any Offer. (b) Upon the terms and all subject to the conditions set forth in this Agreement, including the prior satisfaction of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer, each reference to the Buyer in this Article I Minimum Condition and Annex I shall be deemed, where applicable, to refer to such Subsidiary. 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 terms by Purchaser of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. I (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 Buyer 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, to (ii) waive any of Offer Condition other than the conditions to the Offer or to Minimum Condition, and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; PROVIDEDprovided, HOWEVERhowever, thatthat unless otherwise provided by this Agreement, unless previously approved by without the prior written consent of the Company (which the Company may withhold in writingits sole discretion), no change may be made that: Purchaser will not (1A) decreases decrease the Offer Price; , (2B) changes change the form or combination of consideration to be paid payable in the Offer; , (3C) reduces decrease the maximum number of Company Shares subject to be purchased in the Offer; , (4D) amends impose conditions to the conditions set forth Offer in Annex I addition to broaden the scope of such conditionsOffer Conditions, add (E) amend or modify any additional conditions, or otherwise amend any other material term of the Offer Conditions in a any manner materially adverse to the Company Shareholders; that adversely affects holders of Shares, (5F) extends the Offer, except as provided in Section 1.1(b) amend or in the next sentence; or (6) amends modify the Minimum Condition, except or (G) extend or otherwise change the Expiration Date in a manner other than as provided in the next sentencerequired or permitted by this Agreement. The Buyer expressly reserves the right to amend or Parent and Purchaser may waive the Minimum Condition only with the prior written consent of the Company, which may be granted or withheld in the Company’s sole discretion. The Offer may not be terminated or withdrawn prior to reduce the percentage of Outstanding Company Shares required Expiration Date, unless this Agreement is terminated in accordance with Article 8. (d) Unless extended pursuant to be validly tendered and in accordance with the terms of this Agreement, the OfferOffer will expire at 11:59:59 (New York City 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) 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, PROVIDED that in the Buyer shall 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 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 a period successive periods of not fewer more than 10 ten (10) Business Days each (as determined by Purchaser), or such other period as may be agreed by Parent and the Company, to permit the satisfaction of such Offer Conditions; and (ii) Purchaser will extend the Offer for the minimum period required by applicable Legal Requirements, interpretation or position of the SEC or its staff or NASDAQ or its staff. Nothing in this Section 1.1(e) will (A) require Purchaser to, and without the Company’s prior written consent Purchaser will not be 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 date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price will provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) will be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (g) Neither Parent nor Purchaser will terminate or withdraw the Offer prior to any applicable Expiration Date unless this Agreement is validly 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 amendment termination), irrevocably and unconditionally terminate the Offer, will not acquire any Shares pursuant to the Offer, and will cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser 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”) that will contain or waiverincorporate 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 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 to Purchase and related documents to be disseminated to all holders of Shares. Parent and Purchaser agree that they will cause the Schedule TO and all exhibits, amendments or supplements thereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent, Purchaser and the Company will promptly correct any information provided by it or any of its Representatives for use in the Offer Documents if and to the extent that such information will have become false or misleading in any material respect, and to 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 Offer Documents as so corrected or supplemented to be filed with the SEC and to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable Legal Requirements. The Company will promptly furnish or otherwise make available in writing to Parent and Purchaser 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 will be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Purchaser will respond promptly to any comments of the SEC or its staff with respect to the Offer Documents 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. Provided that (ia) this Agreement shall not have been terminated As promptly as practicable (but in accordance with Section 7.1 and (ii) none no event later than five business days after the public announcement of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer execution hereof), Sub shall have occurred and be continuing, as promptly as practicable, the Buyer shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the Offer "Offer") to purchase for any cash not less than 35,144,833 shares and up to all of the issued and outstanding common stock, par value $.01 per share (referred to herein as either the "Shares" or "Company Shares. In the event that the Buyer shall cause a Subsidiary Common Stock"), of the Buyer Company at a price of $27.50 per Share, net to commence the seller in cash (such price, or such higher price per Share as may be paid in the Offer, each reference being referred to herein as the Buyer "Offer Price"), the exact number of Shares within such range to be determined by Parent in this Article I and Annex I shall its sole discretion, it being hereby agreed that Parent may change the amount of Shares sought to be deemedpurchased in the Offer within such range at any time prior to consummation of the Offer, where applicable, to refer to such Subsidiaryprovided that Parent complies with the requirements of Rule 14e-1 of the Exchange Act. Each Company Share accepted by the Buyer pursuant to the The Offer shall be exchanged for subject to there being validly tendered and not withdrawn prior to the right to receive the Offer Price from the Buyer. The obligation expiration of the Buyer to accept for payment and to pay for any Company Offer, at least 35,144,833 Shares tendered or such other number of Shares as shall be subject only to equal 50.1% of the satisfaction or waiver of: (i) Shares outstanding on a fully-diluted basis as of the condition that there shall be validly tendered in accordance with the terms expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITIONMinimum Condition"); ) and (ii) to the other conditions set forth in Annex I. The Buyer expressly reserves A hereto. Sub shall, on the right terms and subject to increase the Offer Priceprior satisfaction or waiver of the conditions of the Offer, to waive any accept for payment and pay for Shares tendered as soon as practicable after the later of the satisfaction of the conditions to the Offer or to make any other changes in and the terms and conditions expiration of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, that no change may such payment shall be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days until after any such amendment or waiver.calculation of proration as required by applicable

The Offer. Provided that (A) An “Offer” for the purposes of this Schedule is an offer to sell the Reversion to the Tenant free from encumbrances (other than this Lease and the Title Matters) and which: (i) this Agreement shall not have been terminated in accordance with Section 7.1 and is unconditional; (ii) none is made irrevocably by the Landlord unless and until rejected or treated as rejected by the Tenant pursuant to paragraph 7.3(C) of this Part I of this Schedule; (iii) is made in the form set out in Part II of this Schedule; (iv) is submitted by the Landlord to the Tenant in duplicate, both parts of which are signed by the Landlord; (v) specifies the Consideration; (vi) specifies whether any landlord’s fixtures are included and if so itemises them. (B) Within 25 Business Days of receipt (or deemed receipt of an Offer), the Tenant shall be entitled (but not obliged) to give notice in writing to the Landlord stating either: (i) that it rejects the Offer in which event the provisions of paragraph 7.3(C) will apply; or (ii) that it wishes to accept the Offer. (C) In the event (i) the Tenant declines to accept the Offer pursuant to paragraph 7 3(B)(i) or (ii) at the expiry of the events set forth 25 Business Days’ period specified in Annex I hereto paragraph 7.3(B) the Tenant has not notified the Landlord that would entitle it wishes to acquire the Buyer not to consummate Reversion and the Offer shall have occurred and be continuing, is thereby treated as promptly as practicablerejected by the Tenant or (iii) the Tenant has not within 5 (five) Business Days after notifying the Landlord pursuant to paragraph 7.3(B)(ii) that it wishes to accept the Offer then accepted the Offer pursuant to paragraph 7.4, the Buyer Landlord may dispose of the Reversion to a third party for a consideration determined by the Landlord and which may be less than the Consideration specified in the Offer provided that: (i) the Landlord shall keep the Tenant fully informed of its negotiations with third parties in respect of any transfer of the Reversion, including promptly disclosing drafts of any heads of terms (provided that such heads of terms may be redacted by the Landlord if the Landlord reasonably considers it to be necessary, save that the key terms including the consideration must be disclosed to the Tenant); (ii) the third party transaction must be bona fide and on arm’s length terms; and (iii) if the proposed disposal to a third party would be for less than the Consideration specified in the Offer, the Landlord shall first offer to sell the Reversion to the Tenant for the price which has been agreed with the proposed purchaser of the Reversion (the “Revised Offer”) and the Tenant shall be entitled but not obliged within 10 Business Days of receipt (or shall cause a Subsidiary deemed receipt), time being of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and all essence, of the Company SharesRevised Offer to decline the Revised Offer or to accept the Revised Offer. In the event that the Buyer Tenant fails to respond to the Revised Offer within the said 10 Business Day period the Revised Offer will be treated as having been rejected by the Tenant. The Revised Offer shall cause a Subsidiary comply in all respects with the provisions of paragraph 7.3(A) subject to any necessary revisions to the form set out in Part II of this Schedule and the Consideration for the purposes of 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. Each Company Share accepted by the Buyer pursuant to the Revised Offer shall be exchanged the consideration for which the right Landlord is intending to receive the Offer Price from the Buyer. The obligation dispose of the Buyer to accept for payment Reversion whether monetary or not monetary 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 terms of the Offer prior this paragraph (C) apply to the Expiration Time and not withdrawn a number of Company Shares thatRevised Offer as if it were an Offer, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) save in respect of the Outstanding Company Shares (time in which the "MINIMUM CONDITION"); and (ii) Tenant must notify the other conditions set forth in Annex I. The Buyer expressly reserves the right Landlord of whether it intends to increase the Offer Price, to waive any of the conditions to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiveraccept.

The Offer. Provided that (i) this The Merger Agreement shall not have been terminated in accordance with Section 7.1 provides that, subject to the obligation of Exa to provide certain information and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate certain other conditions, Purchaser will commence the Offer shall have occurred and be continuing, as promptly as practicablepracticable (and in any event on or prior to October 12, 2017) after the Buyer shall (or shall cause a Subsidiary execution of the Buyer toMerger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15—"Conditions of the Offer" of this Offer to Purchase, Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer as soon as practicable (in compliance with Rule 14e-1(c) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) after the Offer for any Expiration Time. Parent and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pursuant to the Offer shall be exchanged for Purchaser expressly reserve 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 waive (where permitted by applicable law), in their sole discretion, in whole or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares thatpart, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, except that, unless previously approved without the prior written consent of Exa, which consent may be withheld in its sole discretion, or except as otherwise contemplated by the Company in writingMerger Agreement, no change may be made that: neither Parent nor Purchaser will (1i) decreases decrease the Offer Price; , (2ii) changes change the form or combination of consideration to be paid payable in the Offer; , (3iii) reduces reduce the maximum number of Company Shares sought to be purchased in the Offer; , (4iv) amends amend or waive the conditions Minimum Condition, (v) add any condition to the Offer not set forth in Annex I the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to broaden Purchase, (vi) amend or modify any of the scope conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of such conditionsthe Offer" of this Offer to Purchase in a manner adverse to the holders of Shares, add any additional conditions(vii) waive the Regulatory Approval Condition or the Governmental Authority Condition, or otherwise amend any other material term of (viii) extend the Offer in a manner other than pursuant to and in accordance with the Merger Agreement, (ix) otherwise amend the Offer in any manner materially adverse to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; holders of Shares or (6x) amends provide for a "subsequent offering period" (or any extension thereof) in accordance with Rule 14d-11 promulgated under the Minimum Condition, except as provided in the next sentenceExchange Act. The Buyer expressly reserves Merger Agreement provides that Purchaser: • will extend the right to amend Offer for any period or waive periods required by applicable law or applicable rules, regulations, interpretations or positions of the Minimum Condition to reduce SEC or its staff, as well as any of the percentage rules and regulations, including listing standards, of Outstanding Company NASDAQ or any other United States national securities exchange registered under the Exchange Act on which the Shares required to be validly tendered are then traded; and • unless the Offer is terminated in accordance with the terms of the OfferMerger Agreement, PROVIDED that the Buyer shall Purchaser will extend the Offer for a period one (1) or more successive periods of ten (10) business days each if at the otherwise-scheduled expiration of the Offer any of the conditions to the Offer other than the Minimum Condition set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not fewer than 10 Business Days after satisfied or, where permitted by applicable law, waived by us or Parent in order to permit the satisfaction of such conditions. The Merger Agreement further provides that, unless the Offer is terminated in accordance with the Merger Agreement, (i) Purchaser may extend the Offer for one (1) or more successive periods of ten (10) business days each or (ii) Exa may, in its sole discretion, request that Purchaser extend the Offer for up to two (2) periods of ten (10) business days each if at the otherwise-scheduled Expiration Date the Minimum Condition is not satisfied or, where permitted by applicable law, waived by us or Parent, and we are not otherwise obligated to extend the Offer. In no event will Purchaser be required to extend the Offer beyond the earlier to occur of (a) the date the Merger Agreement is terminated in accordance with its terms or (b) April 27, 2018. The foregoing paragraphs will not be deemed to impair, limit or otherwise restrict in any manner Parent's rights to terminate the Merger Agreement in accordance with its terms. Parent and Purchaser have agreed that they will not terminate or withdraw the Offer prior to any scheduled Expiration Date except if the Merger Agreement has been terminated pursuant to its terms. If the Merger Agreement is terminated pursuant to its terms, then Purchaser is required to not accept any Shares tendered pursuant to the Offer, and to promptly (and in any event within one (1) business day of such amendment termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or waiverwithdrawn by Purchaser, or the Merger Agreement is terminated pursuant to its terms prior to the purchase of Shares in the Offer, Purchaser will promptly return and will cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares to the registered holders thereof.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.01 and (ii) none of the events set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred or be existing (and be continuingshall not have been waived by Purchaser), Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I accept for payment and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pay for Shares tendered 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION") that a number of Shares that, when added to the Shares already owned by Parent, shall constitute at least a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any outstanding convertible securities or upon the exercise of any outstanding options, warrants or rights (other than the Company Rights); ) shall have been validly tendered and (ii) not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction or waiver of each of the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or 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, that no change may be made that: (1) which decreases the Offer Price; (2) price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends , modifies the conditions to the Offer set forth in Annex I A hereto or imposes conditions to broaden the scope of such conditions, add any additional conditions, or otherwise amend any other material term of the Offer other than those set forth in a manner materially adverse to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum ConditionAnnex A hereto or, except as provided in the next sentence, extends the Offer. The Buyer expressly reserves Notwithstanding the right to amend or waive foregoing, Purchaser may, without the Minimum Condition to reduce consent of the percentage of Outstanding Company Shares required to Company, (i) extend the Offer beyond the scheduled expiration date, which shall be validly tendered in accordance with 20 business days following the terms commencement of the Offer, PROVIDED that if, at the Buyer scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for a any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not fewer more than 10 Business Days 5 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 80 percent or more, but less than 90 percent, of the outstanding Shares. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer, Purchaser shall, and Parent shall cause Purchaser to, promptly after expiration of the Offer, accept for payment and pay for all Shares validly tendered and not withdrawn. (b) As promptly as practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect to the Offer. The Schedule 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 14D-1, the Offer to Purchase and such amendment other documents, together with all supplements and amendments thereto, being, collectively, the "OFFER DOCUMENTS"). Purchaser shall disseminate the Offer to Purchase, the related letter of transmittal and other Offer Documents to the extent required by applicable federal securities laws. The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents which shall have become false or waivermisleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) Purchaser and Parent will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes.

The Offer. (a) Provided that (i) this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 7.1 and (ii) none a failure to satisfy any of the events conditions set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuinghereto, Merger Subsidiary shall, as promptly as practicablepracticable after the date hereof, but in no event later than five business days following the Buyer shall (or shall cause a Subsidiary public announcement of the Buyer toterms of this Agreement, commence an offer (the "Offer") commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and to purchase all of the Company Shares. In the event that the Buyer shall cause a Subsidiary outstanding Shares of the Company at a price of $34.00 per Share, net to the seller in cash. The Offer shall be subject to the condition that there shall have been tendered a number of Shares which, together with the Shares then owned by Buyer and its affiliates, represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to commence the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the other conditions to the Offer (other than the Minimum Condition) and to make any change in the terms or conditions of the Offer; provided that no change may be made which changes the form of consideration to be paid or decreases the price per Share or the number of Shares sought in the Offer, each reference to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pursuant which imposes conditions to the Offer in addition to those set forth in Annex I, amends the terms and conditions of the Offer in a manner adverse to the Company or, except as provided in the next two sentences, extends the Offer. Notwithstanding the foregoing, Merger Subsidiary may, without the consent of the Company (i) extend the Offer beyond the scheduled expiration date, which shall be exchanged for 20 business days following the right to receive the Offer Price from the Buyer. The obligation date of commencement of the Buyer Offer, if, at the scheduled expiration of the Offer, any of the conditions to Merger Subsidiary's obligation to accept for payment and to pay for the Shares shall not be satisfied or waived, or (ii) extend the Offer for any Company Shares tendered shall be subject only period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the satisfaction or waiver of: (i) Offer. So long as this Agreement is in effect and the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent set forth in clause (95%y) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in first paragraph of Annex I. The Buyer expressly reserves the right to increase I has not been satisfied or waived, Merger Subsidiary shall extend the Offer Price, from time to waive any of time for a period or successive periods not to exceed 10 business days each after the conditions to the Offer or to make any other changes in the terms and conditions previously scheduled expiration date of the Offer; PROVIDED, HOWEVER, that, unless previously approved by . (b) As soon as practicable on the Company in writing, no change may be made that: (1) decreases the Offer Price; (2) changes the form or combination date of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms commencement of the Offer, PROVIDED that Merger Subsidiary shall file with the Securities and Exchange Commission (the "SEC") a Rule 13E-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E- 3") and a Tender Offer Statement on schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer. The Schedule 13E-3, the Schedule 14D-1 and the related offer to purchase and letter of transmittal, together with any supplements or amendments thereto, are collectively referred to herein as the "Offer Documents". Buyer shall extend and the Company each agrees promptly to correct any information provided by it for use in the Offer for a period Documents if and to the extent that it shall have become false or misleading in any material respect. Merger Subsidiary agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of not fewer than 10 Business Days after any such amendment or waiverShares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Schedule 14D-1 and Schedule 13E-3 prior to their being filed with the SEC.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.01 and (ii) none of the events or circumstances set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred or be existing, Purchaser agrees to, and be continuingParent agrees to cause Purchaser to, commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary first public announcement of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any execution hereof. Parent and all of the Company Shares. In the event Purchaser agree that the Buyer shall cause a Subsidiary obligation of the Buyer Purchaser to commence the Offer, each reference to the Buyer in this Article I accept for payment and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pay for Shares tendered pursuant to the Offer shall be exchanged for subject to the right condition (the "Minimum Condition") that the number of Shares validly tendered and not withdrawn prior to receive the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute more than 80% of the outstanding Shares at the expiration of the Offer Price from the Buyer. The obligation of the Buyer to accept for payment and to pay for any Company Shares tendered also shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer A. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or 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, that Parent and Purchaser agree that no change may be made that: (1) without the consent of the Company which decreases the Offer Price; (2) price per Share payable in the Offer, which changes the form or combination of consideration to be paid in the Offer; (3) , which reduces the maximum number of Company Shares to be purchased in the Offer; , which extends the expiration date of the Offer (4except that Purchaser may extend the expiration date of the Offer (a) amends as required to comply with any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or (b) for one or more times each for an aggregate period of up to 15 days (and not to exceed 60 days from the date of commencement) for any reason other than those specified in the immediately preceding clause (a)) or which imposes conditions to the Offer in addition to those set forth in Annex I A hereto. The Per Share Amount shall, subject to broaden applicable withholding of taxes, be net to the scope seller in cash, upon the terms and subject to the conditions of such conditions, add any additional conditions, or otherwise amend any other material term the Offer. Subject to the terms and conditions of the Offer in a manner materially adverse to the Company Shareholders; (5) extends the Offerincluding, except as provided in Section 1.1(b) or in the next sentence; or (6) amends without limitation, the Minimum Condition), except Purchaser agrees to, and Parent agrees to cause Purchaser to, pay, as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms promptly as practicable after expiration of the Offer, PROVIDED for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser agree that Purchaser will file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer and the other Transactions (as hereinafter defined), which shall have been provided to the Company and to which the Company shall not have reasonably objected. Parent and Purchaser agree that the Buyer shall extend Schedule 14D-1 will contain or will 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 14D-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"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for a period use in the Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of not fewer than 10 Business Days after any such amendment or waiverShares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 herein and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer A shall have occurred and be continuingexisting, as promptly as practicable, practicable (but in no event later than ten (10) days after the Buyer shall (or shall cause a Subsidiary public announcement of the Buyer to) execution of this Agreement), Purchaser shall commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) a cash tender offer to acquire all of Shares at the Offer for any and all of the Company SharesPrice. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer, each reference Subject to the Buyer Minimum Condition, the conditions set forth in this Article I 6 hereof and Annex I shall be deemed, where applicable, subject to refer to such Subsidiary. 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. A hereto, Purchaser shall consummate the Offer in accordance with its terms and to accept for payment and promptly pay for Shares tendered pursuant to the Offer as soon as Purchaser is legally permitted to do so under applicable law. The Buyer Offer shall be made by means of the Offer to Purchase and shall be subject to the Minimum Condition and the other conditions set forth in Annex A hereto (collectively, the “Offer Conditions”) and shall reflect, as appropriate, the other terms set forth in this Agreement. (b) Purchaser expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in modify the terms and conditions of the Offer; PROVIDED, HOWEVER, except that, unless previously approved by without the written consent of the Company in writingneither Parent nor Purchaser shall (i) amend or waive the Minimum Condition, no change may be made that: (1ii) decreases decrease the Offer Price; , (2iii) changes change the form of consideration, (iv) decrease the number of Shares sought, or combination (v) amend or impose any other condition of consideration the Offer in any manner adverse to be paid the holders of the Shares. Notwithstanding the foregoing, Purchaser may, without the consent of the Company (x) increase the amount it offers to pay per Share in the Offer; , and, in connection therewith, extend the period of the Offer to the extent required by law, (3y) reduces extend the number Offer for a period not to exceed ten (10) business days, notwithstanding that all conditions to the Offer are satisfied as of Company Shares to be purchased in such expiration date of the Offer; , if, immediately prior to the expiration date of the Offer (4as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer constitute less than ninety percent (90%) amends of the outstanding Shares and (z) from time to time, in its sole discretion, extend the expiration date if on the initial scheduled expiration date of the Offer, which shall be the date which is twenty (20) business days after the date the Offer is commenced, all conditions to the Offer will not have been satisfied or waived. Purchaser shall extend the Offer from time to time until a date which is not more than sixty (60) business days after commencement of the Offer if, and to the extent that, at the initial expiration date of the Offer, or any extension thereof, the conditions to the Offer set forth in Annex I to broaden A shall not have been satisfied or waived. Any extensions of the scope of such conditions, add any additional conditions, or otherwise amend any other material term period of the Offer in a manner materially adverse shall be subject to termination of this Agreement pursuant to Section 7.1. The Company agrees that no Shares held by the Company will be tendered pursuant to the Company Offer. Except as otherwise required by the Shareholders; ’ Agreement, the Company’s stockholders shall retain their withdrawal rights during any extension of the Offer or subsequent offering period. (5c) extends As soon as practicable on the date the Offer is commenced, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer. The Schedule TO will contain or incorporate by reference the Offer to Purchase and a form of letter of transmittal, summary advertisement and other ancillary Offer documents. Parent and Purchaser will take all steps necessary to cause the Offer Documents 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. Notwithstanding the foregoing, Parent and Purchaser shall, at a minimum, disseminate the Offer Documents by (i) delivery of the Offer Documents to the beneficial holders of the Shares in compliance with Rule 14d-4(a)(3) promulgated under the Exchange Act and (ii) summary publication appearing in The Wall Street Journal or similar newspaper with national circulation, in compliance with Rule 14d-4(a)(2) promulgated under the Exchange Act. Parent and Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Purchaser will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Schedule TO before it is filed with the SEC. Parent and Purchaser will provide the Company and its counsel in writing with any comments or other communications, whether written or oral, Parent, 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 or other communications, and to consult with the Company and its counsel prior to responding to any such comments or other communications. (d) The parties agree that the Offer Conditions are for the sole benefit of Purchaser and, except as provided in Section 1.1(b) ), may be asserted by Purchaser regardless of the circumstances giving rise to such Offer Condition or may be waived by Purchaser, in whole or in part, at any time and from time to time, in its sole discretion; provided however, that neither Purchaser nor Parent may assert the next sentence; nonsatisfaction of any Offer Condition if such nonsatisfaction is the result of Purchaser or (6) amends the Minimum ConditionParent’s breach of any representation, except as provided in the next sentencewarranty, agreement or covenant contained herein. The Buyer expressly reserves the right failure by Purchaser at any time to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms exercise any of the Offer, PROVIDED that the Buyer foregoing rights shall extend the Offer for not be deemed a period waiver of not fewer than 10 Business Days after any such amendment right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to other facts or waivercircumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuingcontinuing (other than the requirements set forth in clauses (i)-(iv) of Annex A), Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than 5 business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered 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 terms of each of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or 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, that no change may be made that: (1) which decreases the Offer Price; (2) changes the form or combination of consideration to be paid price per Share payable in the Offer; (3) Offer or which reduces the maximum number of Company Shares to be purchased in the Offer; (4) amends Offer or which imposes conditions to the conditions Offer in addition to those set forth in Annex I A; and provided further that the condition in clause (iv) of Annex A may not be waived by Purchaser nor may any change be made to broaden such condition without the scope of such conditions, add any additional conditions, or otherwise amend any other material term consent of the Company. Purchaser shall from time to time extend the Offer in a manner materially adverse to beyond the Company Shareholders; (5) extends scheduled expiration date, which shall initially be 20 business days following the commencement of the Offer, except as provided for up to 5 business days in Section 1.1(beach instance (or for such different period to which the Company shall reasonably agree) if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares shall not be satisfied or in waived. In addition, if all of the next sentence; conditions to the Offer are satisfied or (6) amends waived but the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage number of Outstanding Company Shares required to be shares of Class A Common Stock validly tendered and not withdrawn, together with the shares of Class A Common Stock held by Parent and Purchaser, if any, is less than ninety percent (90%) of the then-outstanding number of shares of Class A Common Stock (assuming the conversion by Parent of all shares of Class B Common Stock to Class A Common Stock as contemplated by the last sentence of this Section 1.01(a)), then upon the applicable expiration date of the Offer, Purchaser shall provide "subsequent offering periods," as such term is defined in, and in accordance with with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. Subject to the terms of the Offer, PROVIDED Purchaser shall accept for payment and pay for all Shares at the earliest time at which it is permitted to do so under applicable law. Purchaser shall take all necessary action to cause all shares of Class B Common Stock so accepted to be converted to shares of Class A Common Stock as promptly as practicable on the date such shares are accepted by Purchaser or on any subsequent date prior to the Effective Time if, and only if, such conversion would permit Purchaser to acquire shares of Class A Common Stock representing at least 90% of the then outstanding Class A Common Stock. (b) The Per Share Amount shall, subject to applicable withholding of Taxes (as hereinafter defined), be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). If the payment equal to the Per Share Amount in cash is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Buyer certificate so surrendered shall extend be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Per Share Amount to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such Taxes either have been paid or are not applicable. (c) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") with respect to the Offer. 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"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents that shall have become false or misleading, 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 federal securities laws to give effect to the Offer. The Company and its counsel shall be given a period of not fewer than 10 Business Days after any such amendment or waiverreasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 Article VII hereof and (ii) none of the events conditions set forth in Annex I A hereto that would entitle (the Buyer not to consummate the "Offer Conditions") shall have occurred and or be continuingexisting, as promptly as practicable, the Buyer shall within seven (or shall cause a Subsidiary 7) Business Days of the Buyer todate hereof, Merger Sub will commence a tender offer (the "Offer") 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 that the Buyer shall cause a Subsidiary outstanding shares of common stock, par value $0.01 per share, of the Buyer Company (the "Company Common Stock") at a price per share of the Company Common Stock of U.S. $24.00 net to commence the seller in cash (such price, or any higher price paid in the Offer, each reference to the Buyer "Price Per Share") upon the terms and conditions set forth in this Agreement, including Annex A hereto. (b) Provided that this Agreement shall not have been terminated in accordance with Article I VII hereof, the obligation of Merger Sub to accept for payment, purchase and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each pay for any Company Share accepted by the Buyer Common Stock tendered 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: of the Offer Conditions including the condition that at least that number of shares of Company Common Stock equivalent to a majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition"). Merger Sub will not, without the prior written consent of the Company (such consent to be authorized by the Company Board): (i) waive the condition that there shall be validly tendered Minimum Condition, (ii) decrease the amount or change the form of consideration payable in accordance with the terms Offer, (iii) decrease the number of shares of Company Common Stock sought in the Offer, (iv) impose additional conditions to the Offer, (v) change any Offer Condition or amend any other term of the Offer prior if any such change or amendment would be materially adverse to the Expiration Time and not withdrawn a number holders of Company Shares that, together with the Company Shares then owned by Common Stock (other than Parent or Merger Sub) or (vi) except as provided below, extend the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) Offer if all of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right Offer Conditions have been satisfied. Subject to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in 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 Offer is commenced (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")); provided, however, that without the consent of the Company Board, Merger Sub may (w) extend the Offer; PROVIDED, HOWEVER, that, unless previously approved by if at the Company in writing, no change may be made that: scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived for one (1) decreases the Offer Price; or more periods (2none of which shall exceed ten (10) changes the form Business Days) until such time as such conditions are satisfied or combination of consideration to be paid in the Offer; waived, (3x) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a such period as may be required by any rule, regulation, interpretation or position of the Securities and Exchange Commission ("SEC") or the staff thereof applicable to the Offer, (y) extend the Offer for one (1) or more periods (each such period to be for not more than five (5) Business Days and such extensions to be for an aggregate period of not fewer more than 10 twenty (20) Business Days after beyond the latest expiration date that would otherwise be permitted under clause (w) or (x) of this sentence) if on such expiration date the Offer Conditions shall have been satisfied or waived but there shall not have been tendered that number of shares of Company Common Stock which would equal more than 80% of the outstanding shares of Company Common Stock or (z) extend the Offer for any reason for one (1) or more periods, each period to be for not more than ten (10) Business Days and such amendment or waiver.extensions to be for an aggregate period of not more than

The Offer. Provided that As regards the Offer: (a) the Company shall: (i) this Agreement shall not have been terminated in accordance provide the Agent with Section 7.1 and a copy of the Offer Press Release as soon as reasonably practicable after its release; (ii) none post the Offer Document to holders of the events set forth in Annex I hereto that would entitle Target Shares within 28 days after the Buyer not to consummate date on which the Offer shall have occurred and be continuing, as promptly as practicable, the Buyer shall Press Release is issued (or shall cause a Subsidiary of such other longer period as the Buyer toPanel may permit); (iii) commence (within the meaning of Rule 14d-2 under the Exchange Act) ensure that the Offer for any Press Release and Offer Document contain all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in the material terms and conditions of the Offer; PROVIDED, HOWEVER, and (iv) ensure that the Offer Document corresponds in all material respects to the terms and conditions of the Offer as contained in the Offer Press Release (save for such changes as may be required by the Panel or which may be necessary to ensure compliance with the Code); (v) use all reasonable endeavours to ensure that, unless previously approved as soon as reasonably practicable after the Unconditional Date where acceptances of the Offer have been received from holders of at least 90% of the Target Shares to which the Offer relates (as that expression is construed in accordance with Section 979 of the Companies Act 2006) and, in the case where the Target Shares to which the Offer relates are voting shares (as that expression is construed in accordance with Section 979 of the Companies Act 2006), acceptances have been received from holders of at least 90% of the voting rights carried by such Target Shares, the Compulsory Acquisition Procedure is implemented in respect of the holders of those Target Shares who have yet to accept the Offer; (b) the Company shall not without the consent of all of the Lenders: (i) amend or vary, in writingwhole or in part, no change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditions, or otherwise amend any other material term or condition of the Offer in a manner materially adverse any respect (ii) waive, withdraw, decide not to or fail to enforce, in whole or in part, any material term or condition of the Offer; or (iii) declare, accept or treat as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with, in each case other than (1) as required by the Code or the Panel or any applicable law, regulation or regulatory body or (2) in respect of the waiver of any Condition which the Company Shareholders; determines (5acting on the advice of its legal advisers) extends that it is not entitled to invoke pursuant to Rule 13.5(a) of the Offer, except as provided in Section 1.1(bCode. Notwithstanding the above it is agreed that Lenders consent is not required to any of the following: (A) or in if the next sentenceconsideration payable under the Offer is increased and such increase is funded from a Permitted Transaction under paragraph (b) of that definition; or (6B) amends if the Minimum Condition, except as provided in consideration is reduced; or (C) if the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms threshold for acceptance of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment is waived or waiverreduced.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 10.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred or be existing and be continuingnot have been waived, as promptly as practicableMerger Subsidiary shall, not later than five business days from the Buyer shall (or shall cause a Subsidiary first public announcement of the Buyer to) commence (within the meaning execution of Rule 14d-2 under the Exchange Act) the Offer for any and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to this Agreement, 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. Each Company Share (including the associated Right) accepted by the Buyer pursuant to Merger Subsidiary in accordance with the Offer shall be exchanged purchased for $1.80, net to the right to receive the Offer Price from the Buyerseller in cash, without interest. The obligation of the Buyer to accept for payment and to pay for any Company Shares tendered Offer shall be subject only to the satisfaction or waiver of: conditions (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time expiration date of the Offer and not withdrawn a number of Company Shares thatwhich, together with the Company Shares then owned by the Buyer Parent and its SubsidiariesMerger Subsidiary, represents at least ninetytwo-five percent (95%) thirds of the Outstanding total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "MINIMUM CONDITIONMinimum Stock Condition"); and , (ii) that Parent shall have simultaneously accepted for payment Notes in each of the Notes Tender Offers, and (iii) that the other conditions set forth in Annex I. The Buyer I hereto shall have been satisfied or waived. Parent and Merger Subsidiary expressly reserves reserve the right to increase the Offer Price, to waive any of the conditions to the Offer or and to make any other changes change in the terms and or conditions of the Offer; PROVIDED, HOWEVER, provided that, unless previously approved by without the Company in writingwritten consent of the Company, no change may be made that: (1) decreases the Offer Price; (2) which changes the form or combination amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in the Offer; (3) reduces the number of Company Shares addition to be purchased in the Offer; (4) amends the conditions those set forth in Annex I to broaden or changes or waives the scope of such conditions, add any additional conditions, Minimum Stock Condition or otherwise amend amends any other material term of the Offer in a manner materially adverse to the Company Shareholders; (5) extends holders of Shares. If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond December 28, 2001 (except that Parent may extend the expiration date of the Offer after December 28, 2001 as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of the Offer, Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer. In addition, Merger Subsidiary may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than 20 business days to meet the objective (which is not a condition to the Offer) that there be validly tendered tendered, in accordance with the terms of the Offer, PROVIDED that prior to the Buyer shall extend expiration date of the Offer (as so extended) and not withdrawn a number of Shares, which together with Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the Fully Diluted Shares. (b) As soon as practicable after the date of this Agreement, and not later than five business days from the first public announcement of the execution of this Agreement, Parent shall, and Parent shall cause Merger Subsidiary to, file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto and any other filings pursuant to which the Offer will be made, the "Offer Documents"). Parent, Merger Subsidiary and the Company each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect. Parent and Merger Subsidiary agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a period reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC. In addition, Parent and Merger Subsidiary agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Merger Subsidiary 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 not fewer than 10 Business Days after any such amendment comments or waiverother communications.

The Offer. (a) Provided that (i) this Agreement nothing shall not have occurred that, had the Offer referred to below been terminated in accordance with Section 7.1 and (ii) none commenced, would give rise to a right to terminate the Offer pursuant to any of the events conditions set forth in Annex I hereto that would entitle hereto, within five business days after the Buyer not date hereof, Merger Subsidiary shall commence an offer (the "OFFER") to consummate the Offer shall have occurred and be continuing, as promptly as practicable, the 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 purchase all of the Company Shares. In the event that the Buyer shall cause a Subsidiary outstanding shares of common stock, par value $0.01 per share, of the Buyer to commence Company (the Offer"COMPANY STOCK") at a price of $5.75 per share, each reference net to the Buyer seller in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiarycash. Each Company Share accepted by the Buyer pursuant to the The Offer shall be exchanged for the right subject 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 terms of the Offer Offer, prior to the Expiration Time expiration date of the Offer and not withdrawn withdrawn, a number of shares of Company Shares Stock that, together with the shares of Company Shares Stock then owned by the Buyer Parent and its SubsidiariesAffiliates, represents at least ninety-five percent (95%) a majority of the Outstanding shares of Company Shares Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); ) and (ii) to the other conditions set forth in Annex I. The Buyer I hereto. Merger Subsidiary expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or and to make any other changes change in the terms and of or conditions of to the Offer; PROVIDED, HOWEVER, provided that, unless previously approved by without the Company in writingprior written consent of the Company, (i) the Minimum Condition may not be waived and (ii) no change may be made that: (1) decreases the Offer Price; (2) that changes the form or combination of consideration to be paid in paid, decreases the Offer; (3) reduces price per share of Company Stock or the number of shares of Company Shares to be purchased Stock sought in the Offer; (4) amends Offer or imposes conditions to the conditions Offer in addition to those set forth in Annex I to broaden the scope of such conditions, add I. If any additional conditions, or otherwise amend any other material term of the Offer in a manner materially adverse conditions to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) Offer is not satisfied or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms waived on any scheduled expiration date of the Offer, PROVIDED that the Buyer Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived; provided that Merger Subsidiary shall not be required to extend the Offer beyond August 1, 2001. Any individual extension of the Offer pursuant to the preceding sentence shall not exceed 10 business days. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or 6 waived, Merger Subsidiary may (and if the number of shares of Company Stock validly tendered and not withdrawn pursuant to the Offer equals 80% or more, but less than 90% of the outstanding shares of Company Stock, shall) extend the Offer pursuant to an amendment to the Offer providing for a period "subsequent offering period" not to exceed 20 business days to the extent permitted under, and in compliance with, Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). Subject to the foregoing and applicable law and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment, as promptly as permitted under applicable securities laws, and pay for, as promptly as practicable after the date on which Merger Subsidiary first accepts shares for payment pursuant to the Offer (the "ACCEPTANCE DATE"), all shares of Company Stock validly tendered and not fewer than 10 Business Days after withdrawn pursuant to the Offer. (b) As soon as practicable on the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO (the "SCHEDULE TO") with respect to the Offer (such Schedule TO and such documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent, Merger Subsidiary and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such amendment information shall have become false or waivermisleading in any material respect. Parent and Merger Subsidiary 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 of Company Stock, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the holders of shares of Company Stock.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 8.1 and (ii) none of the events set forth in paragraphs (a), (b), (c) or (d) of Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingcontinuing and shall be likely to be continuing as of the End Date (as defined in Section 8.1(b)(iii)), as promptly as practicablepracticable after the date of this Agreement (and in any event not later than the date on which the Company files a Schedule 13E-3 with the SEC (as defined in Section 1.1(f)) pursuant to Regulation M-A under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)), the 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 to purchase for any cash all outstanding shares of Common Stock that are not already owned by Danisco and all of its subsidiaries, at the Company SharesOffer Price. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pursuant to the The Offer shall be exchanged for the right subject 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 terms Offer and not withdrawn prior to the expiration of the Offer prior to the Expiration Time and not withdrawn a that number of Company Shares thatshares of Common Stock which, together with the Company Shares then 25,000,000 shares of Common Stock beneficially owned by the Buyer Danisco and its Subsidiaries, represents at least ninety-five percent (95%) subsidiaries as of the Outstanding 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 E▇▇▇▇▇▇ and its affiliates, and (C) all shares of Common Stock held by each Person who is an officer or director of the Company Shares or any Company Subsidiary (as defined in Section 3.2) or who is an affiliate of any such officer or director (the "MINIMUM CONDITION"“Majority of the Minority Condition”); , and (iiiii) the other conditions set forth in Annex I. I. (b) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Majority of the Minority Condition and the other conditions set forth in Annex I. (c) The Buyer expressly reserves the right to increase shall not decrease the Offer Price, to change the form of consideration payable in the Offer, decrease the number of shares of Common Stock sought in the Offer, waive any the Majority of the Minority Condition, impose additional conditions to the Offer or to make any other changes (except as expressly permitted 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: (1this Section 1.1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditions, extend or otherwise amend any other material term of change the Offer in a manner materially adverse to the Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms expiration date of the Offer, PROVIDED 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 (w) the covenants of E▇▇▇▇▇▇ and Danisco in the Stock Purchase Agreement to sell and to purchase, respectively, shares of capital stock of the Company shall not be deemed to require consent of the Company hereunder, (x) 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 Buyer may (by written notice delivered to the Company), from time to time, in its sole discretion, extend the expiration date of the Offer for successive periods of up to 10 business days up to (but not beyond) the End Date, (y) 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 period “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 not fewer than 10 Business Days 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 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 under applicable law; provided, however, that the initial expiration date of the Offer (and the first date upon which the Buyer may accept for payment shares of Common Stock tendered pursuant to the Offer) shall be 20 business days (calculated in accordance with Rule 14d-1(g) under the Exchange Act) following the commencement of the Offer. (f) As soon as practicable on the date the Offer is commenced, (i) Danisco and the Buyer shall file with the Securities and Exchange Commission (the “SEC”), pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), and a Schedule 13E-3 (together with all amendments, supplements and exhibits thereto, the “Buyer Schedule 13E-3”). The Schedule TO shall include the summary term sheet required under Regulation M-A and, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (the Schedule TO, Buyer Schedule 13E-3, Offer to Purchase and form of letter of transmittal and summary advertisement referred to above, together with any amendments and supplements thereto, being referred to collectively in this Agreement as the “Offer Documents”). Danisco and the Buyer agree to take all steps necessary to cause the Offer Documents 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. Each of Danisco and 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 (or the Special Committee and its counsel). In addition, Danisco and the Buyer agree to provide the Company and its counsel (and the Special Committee and its counsel) in writing with any comments, whether written or oral, that Danisco, 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, 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 review any such amendment written responses and Danisco and the Buyer shall give due consideration to all reasonable additions, deletions or waiverchanges suggested thereto by the Company and its counsel (and the Special Committee and its counsel). (g) If the Offer is terminated by the Buyer, or this Agreement is terminated prior to the purchase of shares of Common Stock in the Offer, Danisco and the Buyer shall promptly return, and shall cause any depository or paying agent acting on behalf of Danisco or the Buyer, to return promptly all tendered shares of Common Stock to the registered holders thereof. (h) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into 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 date hereof and prior to the Buyer’s acceptance for payment of, and payment for, shares pursuant to the Offer.

The Offer. (a) Provided that (i) this Agreement shall not --------- have been terminated in accordance with Section 7.1 9.01 hereof and (ii) none of the ------------ events set forth in clause (a) through (i) of Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and ------- or be continuing, as promptly as practicable, the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the ------------ Offer for any and all as promptly as reasonably practicable after the date hereof, but in no event later than 10 business days after the initial public announcement of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered 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: condition (ithe "Minimum Condition") that at least the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninetythat ----------------- shall constitute fifty-five one percent (9551%) of the Outstanding Company then outstanding Shares (on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the "MINIMUM CONDITION"); expiration of the Offer and (ii) also shall be subject to the satisfaction of each of the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly ------- reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, thatthat without the Company's prior written -------- ------- consent, unless previously approved by Purchaser shall not waive the Company in writing, Minimum Condition and no change may be made that: (1i) which decreases the Offer Price; (2) changes the form or combination of consideration to be paid price per Share payable in the Offer; , or (3ii) which reduces the maximum number of Company Shares to be purchased in the Offer; , or (4iii) amends which changes the form of consideration payable in the Offer, or (iv) which imposes conditions to the Offer in addition to those set forth in Annex I to broaden the scope of such conditions, add any additional conditionsA ------- hereto, or otherwise amend any other material term of the Offer in a manner materially adverse to the Company Shareholders; (5v) extends the Offerwhich, except as provided in Section 1.1(b) by Law or in the next following sentence; , extends the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept Shares for payment, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the --- staff thereof, applicable to the Offer, or (6iii) amends extend (or re-extend) the Minimum ConditionOffer 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, except if, as provided of such date, all of the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders in accordance with Delaware Law . In addition, if, on the then applicable expiration date of the Offer, the sole condition remaining unsatisfied is the failure of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") ------- or under any applicable material non-United States statutes or regulations to have expired or been terminated, then Purchaser shall extend the Offer from time to time until the earlier to occur of (i) February 15, 2001 and (ii) the fifth business day after the expiration or termination of the applicable waiting period under the HSR Act or any applicable material non-United States statutes or regulation. Parent and Purchaser further agree that in the next sentenceevent of the failure of one or more of the conditions to the Offer to be either satisfied or waived on any date on which the Offer would have otherwise expired, Purchaser shall, if such condition or conditions could reasonably be satisfied by February 15, 2001 and for so long as such condition or conditions continue to reasonably be expected to be satisfied by February 15, 2001, extend the Offer until such condition or conditions shall have been satisfied or waived; provided, however, that Purchaser shall not be required to extend the Offer -------- ------- pursuant to this sentence beyond February 15, 2001. The Buyer Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to amend delay payment for Shares in order to comply in whole or waive in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Minimum Condition Exchange Act. If the payment equal to reduce the percentage of Outstanding Company Shares required Per Share Amount in cash (the "Merger ------ Consideration") is to be validly tendered made to a person other than the person in accordance with whose name ------------- the terms 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 Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. (b) As promptly as reasonably practicable on the date of commencement of the Offer, PROVIDED that Purchaser shall file with the Buyer SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule -------- TO") with respect to the Offer. The Schedule TO shall extend 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"). Parent, Purchaser and the Company agree to correct --------------- promptly any information provided by any of them for use in the Offer Documents if and to the extent that such information shall have become false or misleading, 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 federal securities laws. The Company and its counsel shall be given a period reasonable opportunity to review and comment upon the Offer Documents (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC or dissemination to stockholders of not fewer than 10 Business Days the Company. In addition, Parent and Purchaser shall provide the Company and its counsel in writing with any comments Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Schedule TO promptly after receipt of such comments and with copies of any such amendment written responses by Parent or waiverPurchaser or their counsel.

The Offer. Provided that (ia) Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingAgreement, as promptly as practicable, the Buyer shall (or Parent shall cause a Subsidiary of the Buyer to) Sub, no later than November 8, 2001, to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer for any and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer, each reference at a price of $15.25 per share, net to the Buyer seller in this Article I and Annex I shall be deemedcash, where applicablewithout interest (or at such higher price as Sub in its sole discretion elects to offer) (the "Offer Price"), but subject to refer to such Subsidiary. Each Company Share accepted any withholding required by the Buyer pursuant to the Offer shall be exchanged for the right to receive the Offer Price from the Buyerlaw. The obligation of the Buyer Parent and Sub 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 prior to the terms expiration date of the Offer prior to the Expiration Time and not withdrawn a number of Shares which, when added to the shares of Company Shares that, together with the Company Shares then Common Stock owned by the Buyer and its SubsidiariesParent, represents represent at least ninety-five percent (95%) 90.1% of the Outstanding Shares issued and outstanding on a fully diluted basis (including for purposes of such calculation all shares of Company Shares Common Stock issuable upon exercise of all Company Options (as defined in Section 2.6) that vest (or upon consummation of the Offer will vest) (but excluding shares of Company Common Stock that are issuable upon the exercise of Company Options that are cancelled pursuant to Section 2.6(a) hereof or upon the exercise of Company Warrants that are cancelled pursuant to Section 2.7 hereof) and the exercise of all outstanding Company Warrants (as defined in Section 2.7)) (the "MINIMUM CONDITIONMinimum Condition"); ) and (ii) to the other conditions set forth in Annex I. The Buyer I (collectively, the "Offer Conditions"). Parent and Sub expressly reserves reserve the right to increase the Offer Price, to waive any of the Offer Conditions (except that Parent and Sub may not waive the Minimum Condition except with the consent of the Company or as and to the extent provided in this Agreement), to increase the price per share payable in the Offer and to make any other change or changes in the terms or conditions of the Offer, including without limitation extending the expiration date, except that, without the consent of the Company, Parent and Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to make waive any other changes Offer Conditions to the extent permitted by this Agreement) in a manner adverse to the terms and conditions holders of the Company Common Stock, (iv) except as provided in Section 1.1(b), extend the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, no (v) change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid payable in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such conditions, add any additional conditions, or otherwise (vi) amend any other material term of the Offer in a manner materially adverse to the Company Shareholders; . (5b) extends Subject to the terms and conditions hereof, the Offer shall expire at midnight, San Francisco time, on the date twenty business days (as defined under the Exchange Act) after the date the Offer is commenced, provided, that Sub may, without the consent of the Company, (i) extend the Offer, except if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, subject in each case to any right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. If, at any scheduled expiration date of the Offer, the conditions set forth in paragraph 5(g) of Annex I are satisfied, but any of the conditions set forth in paragraphs 2 or 5(a), (b), (c), (d), (e) or (f) of Annex I are not satisfied, then at the request of the Company, Sub shall extend the Offer from time to time, subject to any right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. (c) Notwithstanding any other provision contained herein, in the event the Minimum Condition is not satisfied on any scheduled expiration date of the Offer, at the request of the Company, subject to any right of Parent or Sub to terminate this Agreement pursuant to the terms hereof, Sub shall, and Parent shall cause Sub to, take any of the actions set forth in the following clauses (x), (y) or (z) (provided in that Sub shall have complete discretion as to which actions among the three clauses to take) as follows: (x) extend the Offer pursuant to Section 1.1(b), (y) amend the Offer in contemplation of the exercise of the Option Agreement (to the extent the Option Agreement is exercisable at such time) to reduce the Minimum Condition to that number of shares (the "Option Exercise Minimum Number") equal to the number of shares which, when combined with the number of shares issued upon exercise of the Option Agreement, equals 90.1% of the shares of Company Common Stock on a fully diluted basis (but excluding shares of Company Common Stock that are issuable upon the exercise of Company Options that are cancelled pursuant to Section 2.6(a) hereof or upon the exercise of Company Warrants that are cancelled pursuant to Section 2.7 hereof) or (z) amend the Offer to provide that, in the next sentence; or event (6i) amends the Minimum Condition, except as provided in Condition is not satisfied at the next sentence. The Buyer expressly reserves scheduled expiration date of the right Offer (after giving effect to amend the issuance of any shares of Company Common Stock theretofore acquired by Parent or Sub) and (ii) the number of shares of Company Common Stock tendered pursuant to the Offer and not withdrawn as of such next scheduled expiration date is more than 50% of the then outstanding shares of Company Common Stock, Sub shall waive the Minimum Condition and amend the Offer to reduce the percentage number of Outstanding shares of Company Shares required Common Stock subject to be validly tendered in accordance with the terms Offer to 49.9% of the shares of Company Common Stock then outstanding (the "Revised Minimum Number") and, subject to the prior satisfaction or waiver of the other conditions of the Offer, PROVIDED purchase, on a pro rata basis, the Revised Minimum Number of shares (it being understood that Sub shall not in any event be required to accept for payment, or pay for, any shares of Company Common Stock if less than the Buyer shall extend Revised Minimum Number of shares are tendered pursuant to the Offer and not withdrawn at the expiration date). (d) Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment shares of Company Common Stock validly tendered as soon as practicable (and in any event within five business days) after such satisfaction or waiver of all conditions of the Offer, and pay for accepted shares of Company Common Stock as promptly thereafter as reasonably practicable, and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide, or cause to be provided to Sub on a period timely basis the funds necessary to pay for any shares of not fewer than 10 Business Days after any such amendment Company Common Stock Sub accepts or waiverbecomes obligated to accept for payment.

The Offer. Provided that (A) An “Offer” for the purposes of this Schedule is an offer to surrender this Lease to the Landlord free from encumbrances (other than any subject to which this Lease was granted) and which: (i) is unconditional; (ii) is made irrevocably by the Tenant unless and until rejected or treated as rejected by the Landlord pursuant to paragraph 6.3(C) of this Agreement Part I of this Schedule; (iii) is made in the form set out in Part II of this Schedule; (iv) is submitted by the Tenant to the Landlord in duplicate, both parts of which are signed by the Tenant; (v) specifies the Consideration; and (vi) specifies whether any tenant’s fixtures are included and if so itemises them. (B) Within 25 Business Days of receipt (or deemed receipt) of an Offer, the Landlord shall be entitled (but not have been terminated obliged) to give notice in writing to the Tenant stating either: (i) that it does not wish to accept the Offer in which event the provisions of paragraph 6.3(C) will apply; or (ii) that it is minded to accept the Offer at the Consideration, subject to compliance with section 38A(4) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in which event subject to compliance by the Landlord and the Tenant with paragraph 6.4 the Landlord will accept the Offer in accordance with Section 7.1 and paragraph 6.5 within 5 (five) Business Days of compliance by the Tenant with the provisions of paragraph 6.4(B); (C) In the event (i) the Landlord declines to accept the Offer pursuant to paragraph 6.3(B)(i) or (ii) none at the expiry of the events set forth 25 Business Days’ period specified in Annex I hereto paragraph 6.3(B) the Landlord has not notified the Tenant that would entitle it is minded (subject to compliance with Section 38A(4) of the Buyer not Landlord and Tenant Act 1954) to consummate accept a surrender of this Lease and the Offer shall have occurred is thereby treated as rejected by the Landlord or (iii) the Landlord has not within 20 Business Days after notifying the Tenant pursuant to paragraph 6.3(B)(ii) that it is minded to accept the Offer then complied with the provisions of Section 38A(4) of the Landlord and be continuing, as promptly as practicable▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and paragraph 6.4(A) and following compliance by the Tenant with paragraph 6.4(B) accepted the Offer pursuant to paragraph 6.5, the Buyer Tenant may assign or underlet this Lease to a third party tor a consideration determined by the Tenant, provided that: (i) the Tenant must comply with the provisions of paragraph 3.20 (other than paragraph 3.20(E)) of Schedule 3; (ii) the Tenant shall keep the Landlord fully informed of its negotiations with third parties in respect of any proposed assignment or underletting, including promptly disclosing drafts of any heads of terms (provided that such heads of terms may be redacted by the Tenant if the Tenant reasonably considers it to be necessary, save that the key terms including the consideration must be disclosed to the Landlord); (iii) the third party transaction must be bona fide and on arm’s length terms; and (iv) if the proposed assignment or underlease to a third party would be for less than the Consideration specified in the Offer, the Tenant must first offer to surrender this Lease to the Landlord for the price which has been agreed with the proposed assignee or undertenant (the “Revised Offer’’) and the Landlord shall be entitled but not obliged within 10 Business Days of receipt (or shall cause a Subsidiary deemed receipt), time being of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and all essence, of the Company SharesRevised Offer to decline the Revised Offer or to notify the Tenant that it is minded to accept the Revised Offer subject to compliance with Section 38A(4) of the Landlord and Tenant ▇▇▇ ▇▇▇▇. In the event that the Buyer Landlord fails to respond to the Revised Offer within the said 10 Business Day period the Revised Offer will be treated as having been rejected by the Landlord. The Revised Offer shall cause a Subsidiary comply in all respects with the provisions of paragraph 6.3(A) subject to any necessary revisions to the form set out in Part II of this Schedule and the Consideration for the purposes of 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. Each Company Share accepted by the Buyer pursuant to the Revised Offer shall be exchanged the consideration for which the right Tenant is intending to receive the Offer Price from the Buyer. The obligation dispose of the Buyer to accept for payment this Lease whether monetary or not monetary 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 terms of the Offer prior this paragraph (C) apply to the Expiration Time and not withdrawn a number of Company Shares thatRevised Offer as if it were an Offer, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) save in respect of the Outstanding Company Shares (time in which the "MINIMUM CONDITION"); and (ii) Landlord must notify the other conditions set forth in Annex I. The Buyer expressly reserves the right Tenant of whether it intends to increase the Offer Price, to waive any of the conditions to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiveraccept.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events or circumstances set forth in paragraphs (a) through (f) of Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuingexisting (and shall not have been waived by Parent) and (ii) the Company shall have complied with its obligations under Section 1.2 hereof, as promptly as practicable, the Buyer Parent shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the Execution Date, but in no event later than 10 business days after the Execution Date. (b) The obligation of Parent to accept for any exchange, and all of to exchange the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the OfferOffer Consideration for, each reference to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer Public Shares tendered 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 (i) to the satisfaction or waiver of: (i) of the condition that at the expiration of the Offer there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time (other than Shares tendered by guaranteed delivery where actual delivery has not occurred) and not withdrawn a that number of Company Public Shares that, together with which represents more than 50% of the Company Public Shares then owned by the Buyer and its Subsidiariesoutstanding, represents at least ninety-five percent (95%subject to Section 1.1(g) of the Outstanding Company Shares (hereof the "MINIMUM CONDITIONMinimum Condition"); , and (ii) to the satisfaction (or waiver by Parent) of the other conditions set forth in Annex I. The Buyer A hereto. Parent expressly reserves the right to increase the Offer Price, to waive any of such conditions (other than the conditions Minimum Condition and the condition set forth in clause (vi) of the second paragraph of Annex A hereto), to increase the consideration per Public Share payable in the Offer or 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, that no change may be made that: (1) without the prior written consent of the Company which decreases the Exchange Ratio for the Offer Price; from that set forth in the second "Whereas" clause hereof (2) or decreases the number of shares of Parent Common Stock issuable pursuant to the CSRs), changes the form or combination of consideration to be paid in the Offer; (3) , reduces the maximum number of Company Shares sought to be purchased acquired in the Offer; (4) amends , imposes conditions to the Offer in addition to the conditions set forth in Annex I to broaden A hereto, waives the scope Minimum Condition or the condition set forth in clause (vi) of such conditions, add any additional conditionsthe second paragraph of Annex A hereto, or otherwise amend modifies or amends any of the conditions set forth in Annex A hereto or makes other material term changes in the terms of the Offer that are in a any manner materially adverse to the Company Shareholders; (5) extends the Offerholders of Public Shares or, except as provided in below, extends the expiration date of the Offer. Notwithstanding the foregoing, Parent may (A) extend the Offer beyond the initial scheduled expiration date, which shall be 20 business days following the date of commencement of the Offer, or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to Parent's obligation to accept for exchange, and to exchange the Offer Consideration for, Public Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties' respective rights to terminate this Agreement pursuant to Section 1.1(b7.1, and (B) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Each extension of the Offer pursuant to clause (A) of the preceding sentence shall not exceed the lesser of ten business days (or such longer period as the Company and Parent may agree in writing in any particular instance) or such fewer number of days that Parent reasonably believes are necessary to cause the next sentence; or conditions of the Offer set forth in Annex A hereto to be satisfied. In addition, if, at the expiration date of the Offer, all of the conditions to the Offer have been satisfied (6or, to the extent permitted by this Agreement, waived by Parent) amends but the Minimum Conditionnumber of Public Shares validly tendered and not withdrawn pursuant to the Offer, except as provided in when taken together with Shares, if any, then beneficially owned by Parent, constitutes less than 90% of the next sentence. The Buyer expressly reserves Shares then outstanding, without the consent of the Company, Parent shall (subject to applicable law) have the right to amend provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Parent's acceptance for exchange of the Public Shares then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (I) give the required notice of such subsequent offering period and (II) immediately accept for exchange, and promptly exchange the Offer Consideration for, all Public Shares tendered and not withdrawn as of such expiration date. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waive earlier waiver of all the Minimum Condition conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, Parent shall accept for exchange, and exchange the Offer Consideration (subject to reduce any required withholding of taxes) for, all Public Shares validly tendered and not withdrawn pursuant to the percentage Offer promptly after it is permitted to do so under applicable law. (d) Notwithstanding anything to the contrary set forth herein, no certificates or scrip representing fractional shares of Outstanding Company Shares required Parent Common Stock shall be issued in connection with the Offer, no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu thereof, each tendering stockholder who would otherwise be entitled to a fractional share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would have been received by such stockholder) will be entitled to receive an amount in cash (without interest) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent (as hereinafter defined), on behalf of such holders, of the aggregated fractional shares of Parent Common Stock issued pursuant to this paragraph. Promptly following the Purchase Date, (i) the Exchange Agent shall determine the total amount of the fractional shares of Parent Common Stock to which all such tendering stockholders would otherwise be entitled, and aggregate the same into whole shares of Parent Common Stock (rounded up to the nearest whole share), (ii) Parent shall issue such whole shares of Parent Common Stock to the Exchange Agent, as agent for such tendering stockholders, and (iii) the Exchange Agent shall sell such shares of Parent Common Stock at the then prevailing prices on the New York Stock Exchange through one or more member firms of the New York Stock Exchange (which sales shall be executed in round lots to the extent practicable). Until the net proceeds of such sales have been distributed to such tendering stockholders, the Exchange Agent will hold such proceeds in trust for such holders. Promptly after the determination of the amount of cash to be paid to such holders in lieu of any fractional interests in Parent Common Stock, the Exchange Agent shall pay such amounts to such holders (subject to any required withholding of taxes). (e) The Company agrees that no Shares held by the Company or any of its subsidiaries will be tendered to Parent pursuant to the Offer. (f) As promptly as practicable on the date of commencement of the Offer, Parent shall file with the SEC (i) a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the "Schedule TO") and (ii) a registration statement on Form S-4 to register, under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), the offer and sale of Parent Common Stock pursuant to the Offer and the Merger (together with all amendments, supplements and exhibits thereto, the "Registration Statement"). The Registration Statement shall include a prospectus (the "Prospectus") containing the information required under Rule 14d-4(b) promulgated under the Exchange Act. The Schedule TO shall include or contain as an exhibit an offer to exchange and form of the related letter of transmittal and all other ancillary Offer documents (collectively with the Prospectus, and together with all amendments, supplements and exhibits thereto and to the Prospectus, the "Offer Documents "). Parent shall cause the Offer Documents to be disseminated to the holders of the Public Shares as and to the extent required by applicable federal securities laws. Parent, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Parent shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Public Shares, in each case, as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Public Shares. In addition, Parent agrees to provide the Company and its counsel with any comments, whether written or oral, that Parent or 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, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral. Following the time the Registration Statement is declared effective, Parent shall file the final prospectus included therein under Rule 424(b) promulgated pursuant to the Securities Act. (g) If none of the Shares held by the securities holder channeling fund established in connection with Second Amended and Restated Joint Plan of Reorganization of Williams Communications Group, Inc. and CG Austria Inc. are validly tendered t▇▇▇▇▇▇▇ in accordance with the terms of the Offer and not withdrawn at the expiration of the Offer, PROVIDED that then the Buyer Shares in such fund shall extend be deemed not outstanding for purposes of the Offer for a period of not fewer than 10 Business Days after any such amendment or waiverMinimum Condition.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 5.1 and (ii) 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 Annex I A hereto that would entitle (the Buyer not to consummate the "Offer shall have occurred and be continuingConditions"), as promptly soon as practicablereasonably practicable after the execution hereof (but in no event later than 15 business days after the public announcement of the execution hereof) the Purchaser shall, and the Buyer shall (or Parent shall cause a Subsidiary of the Buyer Purchaser to, commence an offer (the "Offer") commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and to purchase all of the Company Shares. In the event that the Buyer shall cause a Subsidiary Shares of the Buyer to commence Company, at a price of U.S.$13 per Share (the Offer, each reference to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company "Per Share accepted by the Buyer pursuant to the Offer shall be exchanged for the right to receive the Offer Price from the BuyerAmount"). The obligation of the Buyer Purchaser to accept for payment and to pay for any Company Shares tendered shall be subject only to a minimum of not less than 75% of the outstanding Shares (calculated on a 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 (the "Minimum Condition") and to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the other Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. Conditions. The Buyer Purchaser expressly reserves the right right, in its sole discretion, to waive or reduce the Minimum Condition and to waive any other Offer Condition, to increase the Offer Price, to waive any of the conditions Per Share Amount payable pursuant to the Offer or to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, Offer (provided that, unless previously approved by without the Company in writingwritten consent of the Company, no change may be made that: (1) which decreases the Offer Price; (2) Per Share Amount payable in the Offer, changes the form or combination of consideration to be paid payable in the Offer; Offer (3) other than by adding consideration), reduces the maximum number of Company Shares to be purchased in the Offer or imposes conditions to the Offer in addition to the Offer Conditions). The Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement and the Offer; , including the Offer Conditions, unless the Company otherwise consents in writing, the Purchaser will accept for payment and pay for Shares validly tendered and not properly withdrawn not later than 10 days following the later of (4x) amends the conditions set forth in Annex I to broaden 35th day after the scope of such conditions, add any additional conditions, or otherwise amend any other material term commencement of the Offer and (y) the satisfaction of the Offer Conditions which have not been waived by the Purchaser, provided that the Purchaser may extend the Offer for any period of time thereafter. It is agreed that the Offer Conditions are for the benefit of the Purchaser and may be asserted by the Purchaser, regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser or the Parent not inconsistent with the terms hereof), or may be waived by the Purchaser, in a manner materially adverse 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 Shares validly tendered and not properly withdrawn pursuant to the Offer, but any such transfer or assignment shall not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment. Without limiting the Parent's other obligations under this Agreement, the Parent unconditionally guarantees to the Company Shareholders; the performance by the Purchaser of each of its obligations under this Agreement. (5b) extends As soon as reasonably practicable on the Offerdate the Offer is commenced, except the Purchaser shall file (i) with the 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 takeover bid offer and circular (together with all amendments and supplements thereto, the "Offer and Circular") with respect to the Offer which shall include a form of the related letter of transmittal (the "Letter of Transmittal"), and (ii) with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1F (together with all amendments and supplements thereto, the "Schedule 14D-1F") which shall contain (included as an exhibit) the Offer and Circular and the Letter of Transmittal (the Offer and Circular, Schedule 14D- 1F, Letter of Transmittal and related documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Parent, the Purchaser and the Company each agrees promptly to correct any information provided in Section 1.1(b) or by it for use in the next sentence; Offer Documents that shall have become false or (6) amends the Minimum Condition, except as provided misleading in the next sentenceany material respect. The Buyer expressly reserves Parent and the right Purchaser, on the one hand, and the Company, on the other hand, further agree to amend take all steps necessary to cause the Offer and Circular and Schedule 14D-1F as so corrected to be filed with the Director, the Canadian Securities Authorities and the SEC, respectively, and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by (i) all applicable 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 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 shall be given an opportunity to review the Offer Documents prior to their being filed with the Canadian Securities EXHIBIT 99(a) - - - - - (4 of 56) Authorities and the SEC. The Parent and the Purchaser agree to provide the Company and its counsel in writing with any written comments the Parent and the Purchaser or waive their counsel may receive from the Canadian Securities Authorities or the SEC with respect to the Offer Documents promptly after the receipt of such comments. (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), the Purchaser intends to reduce elect to acquire the percentage remainder of Outstanding 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 Shares required to be validly tendered called to consider an amalgamation, or another transaction including a statutory arrangement, involving the Purchaser (or an affiliate of the Purchaser) and 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 the terms "going private transaction" provisions within the meaning of the Offerregulations to the Securities Act (Ontario), PROVIDED Ontario Securities Commission Policy Statement 9.1 and Quebec Securities Commission Policy Statement Q-27. The Purchaser intends that the Buyer shall extend consideration offered under any subsequent "going private transaction" proposed by it would be identical to the Offer for a period of not fewer than 10 Business Days after any such amendment or waiverconsideration offered under the Offer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 9.01 and (ii) that none of the events set forth in clauses (a) through (i) of Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuing, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five (5) business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser’s intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered pursuant to the Offer shall be exchanged for the right subject 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 (the “Minimum Condition”) that there at least the number of Shares that shall be constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the satisfaction of each of the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or and 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 (1i) amends or waives the Minimum Condition, (ii) decreases the Offer Price; price per Share payable in the Offer, (2iii) changes the form or combination of consideration to be paid in the Offer; , (3iv) reduces the maximum number of Company Shares to be purchased in the Offer; , (4v) 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 I A so as to broaden the scope of such conditions, add any additional conditions, or otherwise amend any other material term of the Offer in a manner materially adverse conditions to the Company Shareholders; Offer, (5vii) extends the Offerextends, except as provided in Section 1.1(b) or in for below, the next sentence; Offer or (6viii) amends makes any other change to any of the Minimum Conditionterms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, except Purchaser shall from time to time, (i) extend the Offer, until such time as provided 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 next sentenceSecurities 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 Buyer 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 amend delay payment for Shares solely in order to comply in whole or waive in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e—1(c) promulgated under the Minimum Condition 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 reduce meet the percentage of Outstanding Company Shares required to objective that there be validly tendered tendered, in accordance with the terms of the Offer, PROVIDED 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 Buyer certificate so surrendered shall extend 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 period reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of not fewer than 10 Business Days 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 amendment or waivercomments from the SEC regarding the Offer Documents.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred or be existing (and be continuingshall not have been waived by the Purchaser), the Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary public announcement of the Buyer to) commence (within execution of this Agreement. The Purchaser shall, on the meaning terms of Rule 14d-2 under and subject to the Exchange Act) the Offer for any and all prior satisfaction or waiver of the Company Shares. In the event that the Buyer shall cause a Subsidiary conditions of the Buyer to commence the Offer, each reference accept for payment and pay for up to 27,000,000 Shares validly tendered and not withdrawn pursuant to the Buyer in this Article I Offer (or such other number of Shares as represents an absolute majority of the excess of (i) all shares of Company Common Stock outstanding on the Expiration Date on a fully-diluted basis, minus (ii) the total number of Shares issuable upon exercise of all outstanding employee stock options, with 27,000,000 Shares or such other number being herein referred to as the "50% Share Number") as soon as practicable after the later of the satisfaction of the conditions of the Offer and Annex I the expiration of the Offer; provided, however, that no such payment shall be deemed, where applicable, made until after the calculation of the applicable proration factor in the Offer. The obligation of the Purchaser to refer to such Subsidiary. Each Company Share accepted by the Buyer purchase and pay for shares tendered 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 terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. A hereto. The Buyer Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered to the Purchaser pursuant to the Offer. The Purchaser expressly reserves the right to increase the Offer Price, to waive any of such conditions, to increase the conditions to price per Share payable in the Offer or 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, that no change may be made that: (1) which decreases the Offer Price; (2) price per Share payable in the Offer, reduces the number of Shares to be purchased in the Offer, changes the form or combination of consideration to be paid in the Offer; (3) reduces the number , modifies any of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such conditions, add A hereto in 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Conditionholders of Shares or, except as provided in the next sentencetwo sentences, extends the Offer. The Buyer expressly reserves Notwithstanding the right to amend or waive foregoing, the Minimum Condition to reduce Purchaser may, without the percentage consent of Outstanding Company Shares required to the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be validly tendered in accordance with 20 business days following the terms date of commencement of the Offer, PROVIDED that if, at the Buyer scheduled expiration of the Offer, any of the conditions to the Purchaser's obligation to accept for payment and to pay for the Shares shall not be satisfied or waived, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. So long as this Agreement is in effect and the condition to the Offer set forth in clause (i) of the first paragraph of Annex A has not been satisfied or waived, the Purchaser shall extend the Offer from time to time for a period or successive periods not to exceed 10 business days each after the previously scheduled expiration date of not fewer than 10 Business Days after the Offer. The Per Share Cash Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (b) As promptly as practicable on the date of commencement of the Offer, the Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain or incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the "Offer Documents"). The Parent and the Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any such amendment information provided by it for use in the Offer Documents if and to the extent that it shall have become false or waivermisleading in any material respect, and the Purchaser will cause 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 shall be given a reasonable opportunity to review and comment upon the Schedule 14D-1 before it is filed with the SEC.

The Offer. (a) Provided that (i) this Agreement nothing shall not have occurred that, had the Offer referred to below been terminated in accordance with Section 7.1 and (ii) none commenced, would give rise to a right to terminate the Offer pursuant to any of the events conditions set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuinghereto, as promptly as practicablepracticable after the date hereof but in no event later than 15 Business Days following the date hereof, the Buyer Merger Subsidiary shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange 1934 Act) an offer (the Offer for "Offer") to purchase any and all ▇▇ ▇▇▇ outstanding Shares at a price of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer$0.35 per Share, each reference net to the Buyer seller in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiarycash. Each Company Share accepted by the Buyer pursuant to the The Offer shall be exchanged for the right subject 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 terms of the Offer Offer, prior to the Expiration Time expiration date of the Offer and not withdrawn withdrawn, a number of Company Shares that, together with the Company Shares then owned by the Buyer and its SubsidiariesParent and/or Merger Subsidiary, represents at least ninety-five percent (95%) 65% of the Outstanding Company Shares outstanding, excluding Restricted Stock (the "MINIMUM CONDITIONMinimum Condition"); ) and (ii) to the other conditions set forth in Annex I. The Buyer I hereto. Merger Subsidiary expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or and to make any other changes change in the terms of or conditions to the Offer; provided that (i) the Minimum Condition may be waived only with the prior consent of the Company, which shall not be unreasonably withheld or delayed in the event that a majority of the Shares have been tendered, (ii) any material change to the terms and conditions of the Offer; PROVIDEDOffer may only be made with the prior consent of the Company, HOWEVER, that, unless previously approved by the Company in writing, which shall not be unreasonably withheld or delayed and (iii) no change may be made that: (1) decreases the Offer Price; (2) that changes the form or combination of consideration to be paid in paid, decreases the Offer; (3) reduces price per Share or the number of Company Shares to be purchased sought in the Offer; (4) amends Offer or imposes conditions to the conditions Offer in addition to those set forth in Annex I to broaden I. Notwithstanding the scope of such conditionsforegoing, add any additional conditions, or otherwise amend any other material term without the consent of the Offer in a manner materially adverse to the Company Shareholders; (5) extends the OfferCompany, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves Merger Subsidiary shall have the right to amend extend the Offer (i) from time to time if, at the scheduled or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms extended expiration date of the Offer, PROVIDED that any of the Buyer shall extend conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived and (ii) for a any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law and (iii) on one or more occasions for an aggregate period of not fewer more than 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to the Offer, together with the Shares then owned by Parent, represents more than the Minimum Condition but less than 90% of the outstanding Shares; provided that under no circumstances shall Merger Subsidiary, without the prior consent of the Board of Directors of the Company, which consent shall not be unreasonably withheld, extend the Offer to an expiration date more than 50 Business Days beyond the date that the Offer is commenced. Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period ("Subsequent Offering Period") in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (ii) validly tendered in the Subsequent Offering Period. (b) As soon as practicable on the date of commencement of the Offer, but no later than 15 Business Days after the public announcement of the terms of this Agreement, Parent and Merger Subsidiary shall (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") that shall include the summary term sheet required thereby and, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments or supplements thereto, the "Offer Documents") and (ii) cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that such amendment information shall have become false or waivermisleading in any material respect. Parent and Merger Subsidiary agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Schedule TO and the Offer Documents before the Schedule TO is filed with the SEC. In the event that this Agreement has been terminated pursuant to Article 11, Parent and Merger Subsidiary shall promptly terminate the Offer without accepting any Shares for payment.

The Offer. (a) Provided that (i) this Agreement nothing shall not have occurred that, had the Offer referred to below been terminated in accordance with Section 7.1 and (ii) none commenced, would give rise to a right to terminate the Offer pursuant to any of the events conditions set forth in paragraphs (ii)(a) - (ii)(g) of Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuinghereto, as promptly as practicablepracticable after the date hereof (and in any event within eight (8) Business Days of the date of this Agreement), the Buyer Merger Subsidiary shall (or shall cause a Subsidiary of the Buyer toA) commence (within the meaning of Rule 14d-2 under the Exchange 1934 Act) an offer (the Offer for "OFFER") to purchase any and all of the Company Shares. In the event that the Buyer shall cause outsta▇▇▇▇▇ ▇▇ares at a Subsidiary price of the Buyer to commence the Offer$9.00 per Share, each reference net to the Buyer seller in this Article I cash and Annex I shall be deemed(B) after affording the Company a reasonable opportunity to review and comment thereon, where applicablefile a Tender Offer Statement on Schedule TO (the "SCHEDULE TO") and all other necessary documents with the SEC (collectively, to refer to such Subsidiary. Each Company Share accepted the "OFFER DOCUMENTS"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Buyer pursuant to 1934 Act, and publish, send or give the disclosure required by Rule 14d-6 under the 1934 Act by complying with the dissemination requirements of Rule 14d-4 under the 1934 Act in each case in connection with the Offer shall be exchanged for the right to receive the Offer Price from the BuyerDocuments. The obligation of the Buyer to accept for payment and to pay for any Company Shares tendered Offer shall be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer Offer, prior to the Expiration Time expiration date of the Offer and not withdrawn withdrawn, a number of Company Shares that, together with the Company Shares then owned by the Buyer and its SubsidiariesParent and/or Merger Subsidiary or any other Subsidiary of Parent, represents at least ninety-five percent (95%) a majority of the Outstanding Company Shares outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); ) and (ii) to the other conditions set forth in Annex I. The Buyer I hereto. Merger Subsidiary expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or and to make any other changes change in the terms and of or conditions to the Offer, provided that without the prior written consent of the Offer; PROVIDEDCompany, HOWEVER(i) the Minimum Condition may not be waived, that, unless previously approved by the Company in writing, (ii) no change may be made that: (1) decreases the Offer Price; (2) that changes the form or combination of consideration to be paid in paid, decreases the Offer; (3) reduces price per Share or the number of Company Shares to be purchased sought in the Offer; (4) amends Offer or imposes conditions to the conditions Offer in addition to those set forth in Annex I and (iii) no other change may be made to broaden the scope of such conditions, add any additional conditions, or otherwise amend any other material term of the Offer in a any manner materially adverse to the Company Shareholders; (5) extends holders of the OfferShares. Notwithstanding the foregoing, except as provided in Section 1.1(b) or in without the next sentence; or (6) amends consent of the Minimum ConditionCompany, except as provided in the next sentence. The Buyer expressly reserves Merger Subsidiary shall have the right to amend extend the Offer (i) from time to time if, at the scheduled or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms extended expiration date of the Offer, PROVIDED any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date that is twenty (20) Business Days after the Buyer commencement of the Offer (the "EXPIRATION DATE"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term "Expiration Date" shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer; provided, however, if the Offer shall not have been consummated at the Expiration Date as a result of the failure to satisfy the condition to the Offer relating to the expiration of the waiting period under the HSR Act or under any applicable foreign antitrust statutes or regulations, Parent will, at the request of the Company, cause Merger Subsidiary to extend the Expiration Date for one or more periods (not in excess of ten (10) Business Days each) but in no event later than December 31, 2002. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Subsidiary may extend the Offer pursuant to an amendment to the Offer providing for a period of "subsequent offering period" not fewer than 10 to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the 1934 Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after any such amendment or waiverthe expiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer.

The Offer. 2.1.1 Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 Article VIII, and (ii) that none of the events described in the conditions set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer A shall have occurred and be continuingexisting, as promptly as practicable, the Buyer shall (or Parent shall cause a Subsidiary of the Buyer to) Merger Sub to commence, and Merger Sub shall commence (within the meaning of the applicable rules and regulations of the Commission), the Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than ten business days after the date of this Agreement. The Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement. The initial expiration date of the Offer shall be the twentieth business day from and after the date the Offer is commenced (as determined pursuant to Rule 14d-2 promulgated under the Exchange Act) (the "Initial Expiration Date"), unless this Agreement is terminated in accordance with the terms hereof, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination. The obligation of Merger Sub to accept for any payment and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer pay for Shares tendered 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 at least the number of Shares that, when combined with the Shares already owned by Parent and its direct or indirect Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights (as defined in the Rights Agreement)) shall be have been validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITIONMinimum Condition"); ) and (ii) the satisfaction or waiver of the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that the Buyer shall extend the Offer for a period of not fewer than 10 Business Days after any such amendment or waiverA hereto.

The Offer. Provided that (ia) Subject to the conditions of this Agreement Agreement, Purchaser shall, and Parent shall not have been terminated cause Purchaser to use commercially reasonable efforts to commence within five (5) Business Days from the date hereof (and in accordance with Section 7.1 any event Purchaser shall, and Parent shall cause Purchaser to, commence within ten (ii10) none of Business Days from the events set forth in Annex I hereto that would entitle the Buyer not to consummate date hereof), the Offer shall have occurred and be continuing, as promptly as practicable, the Buyer shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) applicable rules and regulations of the Offer SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any and all shares of the Company Shares. In the event that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer Common Stock tendered pursuant to the Offer shall be exchanged for the right subject 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 being validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer prior to the Expiration Time and not withdrawn a that number of shares of the Company Shares Common Stock that, together with shares of the Company Shares then Common Stock already owned by Parent and Purchaser or their respective Affiliates, which shall include, for the Buyer and its Subsidiariesavoidance of doubt, represents ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, would represent at least ninety-five percent (95%) a majority of the Outstanding Company Fully Diluted Shares (the "MINIMUM CONDITION"); “Minimum Tender Condition”) and (ii) the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I. Exhibit C as such conditions may be modified in accordance with the express terms of this Agreement. The Buyer 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 increase the Offer Pricewaive, to waive in whole or in part, any of the conditions condition to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with modify the terms of the Offer, PROVIDED that except that, without the Buyer 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 condition set forth in Exhibit C in any manner adverse to the Company or the holders of the Company Common Stock, (v) except as otherwise provided in this Section 2.1(a), extend the Offer or change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to 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 if required by the SEC. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall extend the Offer for a 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 Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with its terms, if at the otherwise scheduled expiration date of the Offer (i) any condition to the Offer is not satisfied, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for one (1) or more consecutive increments of not fewer more than 10 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 ended at the time of the satisfaction or waiver of the conditions set forth in Exhibit C, Purchaser may, and Parent may cause Purchaser to, extend the Offer to a date that is not more than (2) two Business Days after the end of the Marketing Period; provided, however, that Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer beyond the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, 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 it may be extended and re-extended in accordance with this Section 2.1(a)). Nothing contained in this Section 2.1(a) shall affect any termination rights in Article VIII. (b) On the date of commencement of the Offer, Parent and Purchaser shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act, a Tender Offer Statement on Schedule TO 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 any supplements or amendments thereto, the “Offer Documents”). Parent and Purchaser agree to take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of the Company Common Stock as and to the extent required by the Exchange Act. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent and Purchaser for inclusion therein. Each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein; and each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and the Offer Documents, as so amended or supplemented, to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable Federal securities Laws. Parent and Purchaser shall provide the Company and its counsel 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 or the commencement or occurrence of any such discussions. Prior to the filing of the Offer Documents (including any amendment or waiversupplement thereto) with the SEC or the dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to 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 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 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 promptly return, and shall cause any depository acting on behalf of Purchaser to return, all tendered shares of the Company Common Stock to the registered holders thereof.

The Offer. Provided that (a) Subject to the terms and conditions of this Agreement, the Offeror shall make the Offer by way of takeover bid circular on the terms and conditions set forth as Schedule 1.1(a) hereto, including, without limitation, the following: (i) this Agreement the Offer shall be open until 8:00 p.m. (Calgary time) on the 22nd day after the date of the bid as determined under the Securities Act (Alberta) or the first business day thereafter if such day is not have been terminated in accordance with Section 7.1 and a business day; (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to consummate the Offer shall have occurred and be continuing, as promptly as practicable, the 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 that the Buyer shall cause a Subsidiary of 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. Each Company Share accepted by the Buyer consideration pursuant to the Offer shall be exchanged Cdn. $24.00 for each Common Share of the right to receive Company; and (iii) the Offer Price from the Buyer. The obligation of the Buyer Offeror to accept for payment and take-up pursuant to pay for any Company Shares tendered the Offer shall be subject only conditional upon there having been deposited under, and not withdrawn from, the Offer at least 66 2/3% of the Common Shares (on a fully-diluted basis), other than those Common Shares held by the Offeror or its affiliates or by persons whose Common Shares may not form part of any minority approval of a subsequent acquisition transaction (the "Minimum Condition"). Subject to Section 1.2, the Offeror shall issue and mail to Shareholders the Offer, a formal take-over bid circular (the "Offer Circular") and related letter of transmittal and notice of guaranteed delivery on or before 12:00 midnight (Calgary time) on January 31, 2000. (b) The Offer shall be made in accordance with all applicable laws. (c) The Offer shall expire on the date referred to in Section 1.1(a)(i), provided that the Offer may be extended one or more times at the sole discretion of the Offeror if the conditions set forth in the Offer are not satisfied at the date and time at which the Offer otherwise expires (such time, as extended, the "Expiry Time"). Subject to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or 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: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I to broaden the scope of such 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, except as provided in Section 1.1(b) or the Offeror shall, on the first business day following the date that the conditions set forth in the next sentence; or Offer are satisfied and the Offeror is duly authorized under applicable law, accept for payment and pay for all Common Shares validly deposited (6and not properly withdrawn) amends pursuant to the Minimum Condition, except as provided in the next sentenceOffer. The Buyer expressly reserves Offeror shall use reasonable commercial efforts to consummate the right Offer, subject only to the terms and conditions thereof and this Agreement. The Offeror will not amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer, PROVIDED that other than (i) to increase the Buyer consideration payable thereunder, (ii) to waive any conditions thereof, (iii) to reduce the Minimum Condition, provided it cannot be reduced below 50% of the outstanding Common Shares without the consent of the Company; (iv) to otherwise amend any terms or conditions thereof, provided such amendment is not adverse to the Shareholders; or (v) to extend the expiry thereof. (d) If on the first occasion on which the Offeror has taken up any Common Shares pursuant to the Offer the Common Shares taken up represent less than 90% of the then outstanding Common Shares, then the Offeror shall extend the Offer for at least 10 days. (e) The Offeror shall cause its depositary to provide to the Company a period copy of not fewer than 10 Business Days after any all reports of Common Shares tendered to the Offer at the same time that such amendment or waiverreports are provided to the Offeror.

The Offer. (a) Provided that (i) this Agreement shall has not have been terminated in accordance with Section 7.1 SECTION 8.1 and (ii) none of the events or facts set forth in Annex I ANNEX II hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuingexisting, Purchaser will commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the Buyer shall (or shall cause a Subsidiary initial public announcement 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 that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer. The obligation of Purchaser to commence the Offer and accept for payment, each reference to the Buyer in this Article I and Annex I shall be deemedpay for, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer any Common Shares tendered 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 will be subject only to the satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninety-five percent (95%) of the Outstanding Company Shares (the "MINIMUM CONDITION"); ) that at least the number of Common Shares that when added to the Common Shares already owned by TDS and Purchaser shall constitute not less than 90% (or such other amount which would allow the Merger to be effected without a meeting of the Company's shareholders in accordance with Section 253 of the Delaware Law) of the issued and outstanding Common Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer, (ii) the condition that the Asset Contribution Agreement be in full force and effect and not terminated in accordance with the terms thereof and all the conditions set forth in Articles XI and XII thereof shall have been satisfied or waived (the "ASSET CONTRIBUTION AGREEMENT CONDITION") and (iii) the satisfaction of the conditions set forth in ANNEX II hereto (any of which may be waived by Purchaser in its sole discretion) and to the terms and conditions of this Agreement. Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of API (unless API takes any action permitted to be taken pursuant to the second sentence of SECTION 6.6(b)), Purchaser shall not (i) reduce the number of Common Shares subject to the Offer, (ii) reduce the Per Share Amount, (iii) modify or add to the conditions set forth in ANNEX II (other than to waive any conditions to the extent permitted by this Agreement), (iv) except as specifically provided in this SECTION 1.1(a), extend the Offer or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of API, (i) extend the Offer if at the scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to purchase the Common Shares shall not be satisfied until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any order, decree or ruling of, or any rule, regulation, interpretation or position of, any Governmental Authority applicable to the Offer and/or (iii) extend the Offer for any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence; PROVIDED, HOWEVER, in the event that all conditions set forth in ANNEX II shall have been satisfied other than the Minimum Condition, the Purchaser may extend the term of the Offer for a period or periods aggregating not more than 20 business days after the later of (x) the initial expiration date of the Offer and (y) the date on which all the other conditions set forth in Annex I. ANNEX II shall be satisfied after which time the Purchaser shall waive the Minimum Condition. The Buyer expressly reserves Offer will be made by means of an offer to purchase (the right to increase the Offer Price, to waive any "OFFER TO PURCHASE") and related letter of the conditions to the Offer or to make any other changes in transmittal containing the terms set forth in this Agreement and conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, no change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration to be paid in the Offer; (3) reduces the number of Company Shares to be purchased in the Offer; (4) amends the conditions set forth in Annex I ANNEX II hereto. Subject to broaden the scope of such 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, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer set forth in ANNEX II hereto as of the final expiration date of the Offer, PROVIDED that the Buyer shall extend Purchaser will accept for payment and pay for all Common Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (b) On the date of commencement of the Offer, Purchaser will file with the SEC (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect to the Offer and (ii) 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 and other transactions contemplated hereby. The Schedule 14D-1 and the Schedule 13E-3 will contain or will incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which Schedule 14D-1, Schedule 13E-3, the Offer to Purchase and such other documents pursuant to which the Offer will be made, together with any supplements or amendments thereto, are referred to herein collectively as the "OFFER DOCUMENTS"). TDS and Purchaser will disseminate the Offer to Purchase, the related letter of transmittal and other Offer Documents to holders of Common Shares. Each of TDS, Purchaser and API will promptly correct any information provided by it for a period use in the Offer Documents that becomes false or misleading in any material respect, and each of not fewer than 10 Business Days TDS and Purchaser will take all steps necessary to cause the Schedule 14D-1 and 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 Common Shares, in each case as and to the extent required by applicable law. Purchaser will provide API and its counsel in writing with any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after any the receipt of such amendment or waivercomments.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 9.01 hereof and (ii) none of the events set forth in clause (a) through (i) of Annex I A hereto that would entitle the Buyer not to consummate the Offer shall have occurred and or be continuing, as promptly as practicable, the Buyer Purchaser shall (or shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer for any and all as promptly as reasonably practicable after the date hereof, but in no event later than 10 business days after the initial public announcement of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer Purchaser's intention to commence the Offer, each reference . The obligation of Purchaser to the Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer accept for payment Shares tendered 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: condition (ithe "Minimum Condition") that at least the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the Expiration Time and not withdrawn a number of Company Shares that, together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least ninetythat shall constitute fifty-five one percent (9551%) of the Outstanding Company then outstanding Shares (on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the "MINIMUM CONDITION"); expiration of the Offer and (ii) also shall be subject to the satisfaction of each of the other conditions set forth in Annex I. The Buyer A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Priceprice per Share payable in the Offer, to waive any of the conditions to the Offer or and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, thatthat without the Company's prior written consent, unless previously approved by Purchaser shall not waive the Company in writing, Minimum Condition and no change may be made that: (1i) which decreases the Offer Price; (2) changes the form or combination of consideration to be paid price per Share payable in the Offer; , or (3ii) which reduces the maximum number of Company Shares to be purchased in the Offer; , or (4iii) amends which changes the form of consideration payable in the Offer, or (iv) which imposes conditions to the Offer in addition to those set forth in Annex I to broaden the scope of such conditions, add any additional conditionsA hereto, or otherwise amend any other material term of the Offer in a manner materially adverse to the Company Shareholders; (5v) extends the Offerwhich, except as provided in Section 1.1(b) by Law or in the next following sentence; , extends the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept Shares for payment, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer, or (6iii) amends extend (or re-extend) the Minimum ConditionOffer 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, except if, as provided of such date, all of the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders in accordance with Delaware Law . In addition, if, on the then applicable expiration date of the Offer, the sole condition remaining unsatisfied is the failure of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") or under any applicable material non-United States statutes or regulations to have expired or been terminated, then Purchaser shall extend the Offer from time to time until the earlier to occur of (i) February 15, 2001 and (ii) the fifth business day after the expiration or termination of the applicable waiting period under the HSR Act or any applicable material non-United States statutes or regulation. Parent and Purchaser further agree that in the next sentenceevent of the failure of one or more of the conditions to the Offer to be either satisfied or waived on any date on which the Offer would have otherwise expired, Purchaser shall, if such condition or conditions could reasonably be satisfied by February 15, 2001 and for so long as such condition or conditions continue to reasonably be expected to be satisfied by February 15, 2001, extend the Offer until such condition or conditions shall have been satisfied or waived; provided, however, that Purchaser shall not be required to extend the Offer pursuant to this sentence beyond February 15, 2001. The Buyer Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to amend delay payment for Shares in order to comply in whole or waive in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Minimum Condition Exchange Act. If the payment equal to reduce the percentage of Outstanding Company Shares required Per Share Amount in cash (the "Merger Consideration") is to be validly tendered made to a person other than the person in accordance with whose name the terms 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 Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. (b) As promptly as reasonably practicable on the date of commencement of the Offer, PROVIDED that Purchaser shall file with the Buyer SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall extend 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"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents if and to the extent that such information shall have become false or misleading, 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 federal securities laws. The Company and its counsel shall be given a period reasonable opportunity to review and comment upon the Offer Documents (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC or dissemination to stockholders of not fewer than 10 Business Days the Company. In addition, Parent and Purchaser shall provide the Company and its counsel in writing with any comments Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Schedule TO promptly after receipt of such comments and with copies of any such amendment written responses by Parent or waiverPurchaser or their counsel.