Common use of The Offer Clause in Contracts

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"). (b) 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12three Business Days after the execution of this Agreement, 2002Parent shall cause Merger Sub to commence, and Merger Sub shall commence, within the meaning of Rule 14d-2 under the Exchange Act, an offer to purchase for cash (the "Offer") all of the issued and outstanding shares of the Company Common Stock, at a price of $7.25 per share, net to the seller in cash, subject to the tender of not less than a majority of the shares of the Company Common Stock outstanding on a fully-diluted basis (i.e., after giving effect to the conversion or exercise of all outstanding Existing Options for Company Common Stock, whether or not exercised or converted at the time of determination) (the "Minimum Condition"). The obligation of Purchaser Merger Sub to commence the Offer and to accept for payment Shares and to pay for any shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A I hereto. Purchaser expressly reserves Subject to the right Minimum Condition and the conditions set forth in Annex I hereto, Parent shall cause Merger Sub to waive accept for payment and pay for shares tendered as soon as Merger Sub is legally permitted to do so under applicable Law, upon the expiration date or any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, thatextension thereof as provided below. Neither Parent nor Merger Sub shall, without the prior written consent of the Company, Purchaser shall not (i) decrease the Offer price per Share payable in the Offer, (ii) reduce the maximum or number of Shares to be purchased in the Offershares tendered for, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer Offer, increase the Minimum Condition, impose additional conditions on the Offer, change the expiration date of the Offer, except as permitted by this Section 2.1, or (vi) amend, add to or waive amend any other term or condition of the Offer in any manner that would be, in any significant respect, adverse to the Company holders of the shares of Common Stock (other than with respect to insignificant changes or amendments). Without the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) Parent and Merger Sub shall have the right to extend the expiration date of the Offer beyond the scheduled expiration date, (which shall initially be 20 business days following 12:00 midnight Eastern time on the date that is the 20th Business Day from the commencement date of the Offer, pursuant to Rule 14d-2 under the Exchange Act) from time to time for one or more additional periods of not more than ten Business Days (or such longer period as may be approved by the Company), (i) if, at immediately before the scheduled or extended expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer set forth in Annex I hereto shall not be have been satisfied or, to the extent permitted, waived, until such conditions are satisfied or waived or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, SEC applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (eiii) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be for any period required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateby applicable Law. In addition, if all of if, at the conditions to the Offer are satisfied scheduled or waived, then upon the applicable extended expiration date of the Offer, Purchaser mayconditions to the Offer have been satisfied or waived and the Minimum Condition has been satisfied but Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the outstanding Company Common Stock, without the consent of the Company, Parent and Merger Sub shall (subject to applicable law) have the right to provide for a "subsequent offering periods,period" (as such term is defined in, and in accordance with, contemplated by Rule 14d-11 under the Exchange Act, ) for an aggregate period not up to exceed twenty (20) business days (20 Business Days after Merger Sub's acceptance for all such extensions) payment 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. 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 payment of the Offer. Upon expiration shares of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly Company Common Stock then tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"). (b) As promptly soon as reasonably practicable on after the date of commencement of the OfferOffer is commenced, Purchaser Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO 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") with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") Each of Parent 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"). 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 Purchaser Merger Sub further agrees to take all steps necessary to cause the Schedule TO, as so corrected, TO and the Offer Documents to be filed with the SEC, SEC and to cause the other Offer Documents, as so corrected, Documents to be disseminated to Stockholders, in each case as and the Stockholders to the extent required by applicable federal Federal securities laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, 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 it shall have become false or misleading in any material respect, and Merger Sub further agrees to take all steps necessary to cause the Schedule TO and the Offer Documents as so corrected to be filed with the SEC and to cause the Offer Documents as so corrected to be disseminated to the Stockholders to the extent required by applicable Federal securities laws. The Company and its counsel shall be given the opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC. In addition, Parent and Merger Sub agree to promptly provide, in writing, to the Company and its counsel, any comments Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO and the Offer Documents.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the date hereof. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that combined with the Shares already owned by Parent, Purchaser or any of their affiliates shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any 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 also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease no change may be made which decreases the price per Share payable in the Offer, (ii) reduce Offer or which changes or waives the Minimum Condition or which changes the form of consideration to be paid in the Offer or which extends the period that the Offer is outstanding for one or more periods not to exceed thirty days in the aggregate or which reduces the maximum number of Shares to be purchased in the Offer, (iii) impose Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. The Per Share 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Subject to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and 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, Purchaser expressly reserves for all Shares validly tendered into and not withdrawn from, 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")Offer. (b) As promptly soon as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule TO14D-1") with respect to the OfferOffer 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. The Schedule TO 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of Parent, Purchaser and the Company agree to correct promptly any information provided by any of them it for use in the Offer Documents that which shall have become false or misleading, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 1215, 20022005, Buyer shall, and Parent shall cause Buyer to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Purchaser Buyer to, and of Parent to cause Buyer to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A heretoExhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the SEC). Purchaser Buyer expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Buyer shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to waive the Offer in addition to those set forth in Annex A heretoMinimum Tender Condition, (iv) extend add to the Offerconditions set forth in Exhibit A or modify any condition set forth in Exhibit A, (v) extend the Offer (except as set forth in the following two sentences), (vi) change the form of consideration payable in the Offer or (vivii) amend, add to otherwise amend or waive any other term of modify the Offer in any manner that would be, in any significant respect, adverse to the holders of Company or Common Stock (it being agreed that a waiver by Buyer of any condition, in its sole discretion, shall not be deemed to be adverse to the Stockholdersholders of Company Common Stock). Notwithstanding the foregoing, Purchaser Buyer may, but shall not be obligated to, 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 date of the Offer, any of the conditions to Purchaser's Buyer’s obligation to accept for paymentpurchase shares of Company Common Stock are not satisfied, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or waived, in increments of not more than five business days each, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer and (iii) extend the Offer for a period of time not to exceed ten business days if, at the scheduled expiration date of the Offer; provided, howeverthe Board of Directors of the Company shall have withdrawn, that qualified or modified, or proposed publicly to withdraw, qualify or modify, its approval or recommendation of the Offer or the Merger (any extension pursuant to this sentence being a “Parent Extension”). In addition, if at the sole condition remaining unsatisfied on the initial otherwise scheduled expiration date of the Offer any condition to the Offer is a condition set forth in paragraph (d) or (e) of Annex Anot satisfied, Purchaser Buyer shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breachParent shall cause Buyer to, extend the Offer from time to time until five at the request of the Company for not less than 20 business days after such breach is cureddays; provided, further, provided that Purchaser Parent and Buyer shall not be required obligated to extend the Offer beyond 30 calendar days after such initial scheduled expiration datethe Outside Date. In addition, Buyer may and, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of requested by the Company, provide "Buyer shall, make available a “subsequent offering periods," as such term is defined inperiod”, and in accordance with, with Rule 14d-11 under of the Exchange ActSEC, for an aggregate period of not to exceed twenty (20) less than 10 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 datedays. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Buyer shall, and Exeter Parent shall cause Purchaser Buyer to, accept pay for payment all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following after the acceptance expiration of Shares for paymentthe Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules foregoing, if at any time consummation of the SEC and Offer is not practicable due to (A) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the terms and conditions over-the-counter market or (B) the declaration of any banking moratorium or any suspension of payments in respect of banks or any material limitation (whether or not mandatory) on the extension of credit by lending institutions in the United States, consummation of the Offer will be delayed until such time as such events no longer make it impracticable to consummate 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"). (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser Parent and Buyer 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 , which shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal and any related summary advertisement (the Schedule TO, such other ancillary documents pursuant to which the Offer will be made (such Schedule TO and the documents included therein pursuant to Purchase which the Offer will be made, together with any supplements or amendments thereto and such other ancillary documents, together with all supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents"”). Purchaser The Offer Documents will contain all information which is required to be included therein in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder and any other applicable Laws. Each of Parent, Buyer and the Company agree to shall promptly correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser further agrees to each of Parent and Buyer shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TO, Offer Documents as so corrected, amended or supplemented to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersthe Company Shareholders, in each case as and to the extent required by applicable federal Federal securities lawsLaws and any other applicable Laws. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any supplements or amendments thereto prior to the filing thereof with the SEC. Parent and Buyer shall provide the Company and its counsel in writing with any comments Parent, Buyer 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) Parent shall provide or cause to be provided to Buyer on a timely basis the funds necessary to purchase any shares of Company Common Stock that Buyer becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Subject to the parties’ respective termination rights contained in Section 8.1 hereof and provided that none of the events set forth in subsections (iii)(a), (b), (c), (d) and (e) of Annex A to this Agreement shall have occurred and be continuing, as promptly as practicable but in no event later than the tenth (10th) business day following the date of this Agreement, Purchaser shall, and Exeter Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer as promptly as reasonably practicable after at the date hereof, but in no event later than July 12, 2002. Offer Price. (b) The obligation obligations of Purchaser to consummate the Offer and to accept for payment and pay for any of the Shares validly tendered pursuant and not properly withdrawn shall be subject only to the satisfaction or waiver of the “Tender Offer Conditions” set forth on Annex A to this Agreement, including the Minimum Condition (as defined in Annex A). (c) The amount of the Offer Price shall be paid net to the holders of Shares in cash, upon the terms and subject to the conditions set forth of the Offer and subject to reduction for any applicable federal back-up or other applicable withholding or stock transfer taxes. Subject to Section 1.1(d), the Offer shall remain open until 12:00 Midnight, New York City time, on the twentieth (20th) business day following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer. As used in Annex A hereto. this Agreement, the “Expiration Date” means 12:00 Midnight, New York City time, on the twentieth (20th) business day following the commencement of this Offer, unless Purchaser extends the Offer as permitted or required by this Agreement, in which case the “Expiration Date” means the latest time and date to which the Offer is extended. (d) Each of Parent and Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, condition and to make any other changes in to the terms and conditions of the Offer; , provided, however, that, without the prior written consent of the Company, neither Parent nor Purchaser shall not amend or waive the Minimum Condition (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth as defined in Annex A hereto), waive the condition related to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1975, as amended (iv“HSR Act”) extend the Offercontained under subsection (f) of Annex A, (v) change the form of consideration payable to be paid in the Offer, decrease the Offer Price or the number of Shares sought in the Offer, impose additional conditions to the Offer (vi) amendother than those set forth on Annex A), add to or waive amend or modify any other term condition of the Offer in any manner that would be, in any significant respect, adverse to the Company holders of the Shares, or extend the StockholdersOffer (except in accordance with this Section 1.1(d)). Notwithstanding the foregoing, Parent and Purchaser may, without the prior written consent of the Company, (i) extend the Offer on one or more occasions for up to twenty (20) business days on each such extension occasion beyond the then-scheduled expiration dateExpiration Date, which shall be 20 business days following the commencement of the Offer, if, if at the then-scheduled expiration of the Offer, Expiration Date any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Tender Offer Conditions shall not be satisfied or waived, until such time as such Tender Offer Conditions are satisfied or waived, and, at the request of Company, Purchaser shall, subject to Parent’s right to terminate this Agreement pursuant to Section 8.1 hereof, extend the Offer on one or more occasions for additional periods of up to twenty (20) business days on each such extension occasion, if the only Tender Offer Conditions set forth in Annex A hereto that are not satisfied or waived on the then-scheduled Expiration Date are the Minimum Condition or the conditions contained in clauses (iii)(a), (b) and (f) of Annex A, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "“SEC"), ”) or the staff thereof, thereof applicable to the Offer; provided, however, and (iii) provided that if Parent and Purchaser irrevocably waive the sole condition remaining unsatisfied on the initial scheduled expiration date of the Tender Offer is a condition Conditions set forth in paragraph paragraphs (c) and (d) or (e) of Annex A, Purchaser shall, so long A and agree not to assert such conditions as a basis for not consummating the breach can be cured and the Company is vigorously attempting to cure such breachOffer, extend the Offer from time to time until five for an aggregate period of not more than twenty (20) business days beyond the latest Expiration Date that would otherwise be permitted under clause (i) or (ii) of this sentence if the Minimum Condition shall have been satisfied but there shall not have been tendered sufficient Shares so that the Merger could be effected without a vote of Company’s stockholders in accordance with Section 253 of the Delaware General Corporation Law (the “DGCL”). Subject to the terms of the Offer, including the Tender Offer Conditions, Parent shall provide funds, or cause funds to be provided, to Purchaser and Purchaser will purchase by accepting for payment and will pay for all Shares validly tendered, and not properly withdrawn, as promptly as practicable after such breach is curedthe Expiration Date; provided, furtherthat, that as set forth above, Purchaser shall not be required have the right, in its sole discretion, to extend the Offer beyond 30 calendar for up to twenty (20) business days after such initial scheduled expiration date. In addition, if all notwithstanding the prior satisfaction or waiver of the conditions Tender Offer Conditions, in order to attempt to permit the Offer are satisfied or waived, then upon tender of sufficient Shares to effect the applicable expiration date Merger without a vote of the Offer, Company’s stockholders pursuant to Section 253 of the DGCL. Purchaser may, without the consent of the Company, provide "for a subsequent offering periods," as such term is defined in, and period of up to twenty (20) business days 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"). (be) As promptly as reasonably practicable on The Offer, containing the date terms set forth in this Agreement and the Tender Offer Conditions, shall be made by means of an offer to purchase (the “Offer to Purchase”). Concurrently with the commencement of the Offer, Parent and Purchaser shall file with the SEC a Tender Offer Statement tender offer statement on Schedule TO under the Exchange Act, which shall be provided to the Company prior to filing and which shall be reasonably acceptable to the Company, reflecting the Offer (together with all exhibits, amendments and supplements thereto, the "“Schedule TO") with respect to the Offer”). The Schedule TO shall contain will contain, include as an exhibit or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of , a summary term sheet, the related letter of transmittal and any related a summary advertisement (the which Schedule TO, the Offer to Purchase Purchase, summary term sheet, letter of transmittal, summary advertisement and such other documents, together with all any supplements and or amendments thereto, being are referred to herein collectively as the "“Offer Documents"”). The Company will supply to Parent and Purchaser any information with respect to itself and its officers, directors and affiliates required to be provided in the Offer Documents. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Purchaser shall promptly provide the Company and its counsel with any comments, written or oral, which Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and shall provide the Company and its counsel an opportunity to participate in the response of Parent and Purchaser to such comments. Parent and Purchaser represent and warrant that the Offer Documents will, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, comply in all material respects with all provisions of applicable federal securities laws and the rules and regulations promulgated thereunder and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in the Offer Documents. Parent, Purchaser and the Company agree promptly to correct promptly any information provided by any of them for use in the Offer Documents that shall have be or has become false or misleadingmisleading in any material aspect, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersthe holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser shallSubject to the terms of this Agreement, the Offeror hereby covenants and Exeter agrees to make the Offer. The Offer will contain customary conditions for a take-over bid, including, without limitation: 90% minimum tender condition (the “Minimum Tender Condition”); the waiver or termination of all rights under any shareholder rights plan(s), by regulatory order or otherwise, to Xxxxxxx’x satisfaction; Rockgate not having implemented or approved any issuance of shares or other securities or any other transaction, capital expenditure or distribution to its shareholders outside the ordinary course of business; there being no change in the business, operations or assets of Rockgate that constitutes a material adverse effect in respect of Rockgate; and absence of material misstatements by Rockgate in its public disclosure documents (collectively, the “Conditions”). (b) The terms of the Offer shall cause Purchaser include any amendments or variations to, or extensions of, such Offer, including, without limitation, removing or waiving any Condition or extending the date by which the Subject Shares may be deposited. The Offer will be made to the holders of all of the Subject Shares in consideration for 0.192 Offeror Common Share for each Subject Share. (c) Subject to Subsection 1.1(e) below, the Offeror shall commence the Offer by notice as promptly soon as reasonably practicable and in any event no later than 11:59 p.m. (Toronto time) on September 20, 2013. (d) The Offer will be made in accordance with applicable securities laws and shall expire no earlier than 4:00 p.m. (Toronto time) on the thirty-sixth (36th) day after the date hereofday that the Offer is commenced, but in no event later than July 12subject to the right of the Offeror to extend the period of time during which the Subject Shares may be deposited under the Offer (as it may be extended, 2002the “Expiry Time”). The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall will not be subject to any conditions other than the conditions set forth Conditions. (e) The Seller acknowledges and agrees that the Offeror may, in Annex A hereto. Purchaser expressly reserves the right to waive any such conditionits sole and absolute discretion, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to supplement, modify or waive any other term or Condition of the Offer in any manner whole or in part, provided that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall Seller will 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 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; provided, however, that released from its obligations hereunder if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser mayOfferor, without the consent of the CompanySeller: (i) decreases the consideration per Subject Share, provide "subsequent offering periods," as such term is defined inspecified in this Section 1.1, and in accordance with, Rule 14d-11 (ii) changes the form of consideration payable under the Exchange Act, for an aggregate period not Offer (other than to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give add additional consideration or the required notice option of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as Rockgate’s shareholders to choose one or more alternative forms of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net consideration in addition to the seller in cashform of consideration herein specified), upon or (iii) otherwise amends or varies the terms and subject Conditions of the Offer in a manner adverse to the conditions of Seller. If the Offer. Upon expiration Offeror increases the consideration payable under the Offer prior to the expiry of the Offer, Purchaser shallthe Seller shall be entitled to such increased consideration in respect of its Subject Shares that are taken up by the Offeror, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant as required by applicable securities laws. (f) The obligation of the Offeror to make the Offer and pay for all such Shares promptly following is conditional on the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules prior satisfaction of the SEC and following conditions, all of which conditions are included for the terms and conditions sole benefit of the Offer, Purchaser expressly reserves Offeror and any or all of which may be waived by the right to delay payment for Shares in order to comply Offeror in whole or in part with applicable Laws. Any such delay in its sole discretion without prejudice to any other rights it may have under this Agreement or otherwise: (i) no circumstance, fact, change, event or occurrence shall have occurred that would render it impossible for the Offer to be effected in compliance with Rule 14e-1(cconsummated absent a waiver of or modification to one or more of the Conditions; (ii) no cease trade order, injunction or other prohibition at law shall exist against the Offeror making the Offer or taking up and paying for Subject Shares deposited under the Securities Exchange Act of 1934, as amended (the "Exchange Act").Offer; and (biii) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser Offeror shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") have determined in its sole discretion that no material adverse change shall have occurred with respect to either the Offer. The Schedule TO shall contain Offeror 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities lawsRockgate.

The Offer. (a) Purchaser shallProvided that this Agreement shall not --------- have been terminated in accordance with Section 8.1 and none of the events set forth in Annex A hereto shall have occurred or be existing (unless such event shall have been waived by Purchaser), and Exeter Parent shall cause Purchaser toto commence, commence and Purchaser shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the public announcement of Purchaser's intention to commence the Offer. The Offer shall remain open until the twentieth business day from the commencement of the Offer (the "Scheduled Expiration Date"). The obligation of Purchaser to accept for payment Shares and pay for shares of Common Stock tendered pursuant to the Offer shall be subject to the satisfaction or waiver of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share share of Common Stock payable in the Offer, and to make any other changes change in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not no change may be made which (iA) decrease decreases the price per Share share of Common Stock payable in the Offer, (iiB) reduce reduces the maximum number of Shares shares of Common Stock to be purchased in the Offer, (iiiC) impose imposes conditions to the Offer in addition to those set forth in Annex A hereto, (ivD) extend amends or changes the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term terms and conditions of the Offer in any manner that would be, in any significant respect, adverse to the Company holders of shares of Common Stock (other than Parent and its subsidiaries), (E) changes or waives the StockholdersMinimum Condition (as defined in Annex A), (F) changes the consideration payable in the Offer to anything other than all cash, (G) reduces the time period during which the Offer shall remain open or (H) except as provided in the next sentence, extends the time period during which the Offer shall remain open. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the Scheduled Expiration Date and any subsequent scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration of the Offer, such date any of the conditions to Purchaser's obligation to accept for payment, and to pay for, shares of the Shares, Common Stock shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, and (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. The Per Share Amount shall, subject to applicable withholding of taxes, shall be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of this Agreement and the Offer. Upon expiration Purchaser covenants and agrees that, subject to the terms and conditions of the OfferOffer and this Agreement, Purchaser shallincluding but not limited to the conditions of the Offer set forth in Annex A hereto, and Exeter shall cause Purchaser to, it will accept for payment all Shares and pay for shares of Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares as promptly following as practicable after the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares 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"). (b) As promptly soon as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser shall file with the SEC to the extent required by law a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule TO14D-1") with respect to the OfferOffer and the other transactions contemplated hereby. The Schedule TO 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms form of the related letter of transmittal and any related transmittal, summary advertisement and the related ancillary documents (the Schedule TO, 14D-1 and the documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser shall disseminate to holders of shares of Common Stock the Offer Documents to the extent required by law. Parent, Purchaser and the Company agree each agrees to correct promptly any information provided by any of them it for use in the Offer Documents that which shall have become false or misleadingmisleading in any material respect, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Purchaser will provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Purchaser may receive from the SEC or its staff with respect to the 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 responses of Parent, Purchaser or their counsel.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 1230, 20021999, Sub shall, and Parent shall cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), the Offer. The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A heretothe attached Exhibit B (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, except that Sub shall not waive the Minimum Condition (as defined in Exhibit B) without the consent of the Company) and subject to the rights of Parent and Sub to terminate this Agreement as provided in Section 8. 1. Purchaser Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose any other conditions to the Offer in addition other than the Offer Conditions or modify the Offer Conditions (other than to those set forth in Annex A heretowaive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, Offer or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Sub 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, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; providedOffer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, howeverin each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if the sole condition remaining unsatisfied on the initial at any scheduled expiration date of the Offer is a condition Offer, the Minimum Condition, the HSR Condition (as defined in Exhibit B) or either of the conditions set forth in paragraph paragraphs (de) or (ef) of Annex AExhibit B shall not have been satisfied, Purchaser shallbut at such scheduled expiration date all the conditions set forth in paragraphs (a), so long as (b), (c), (d), (g) and (h) of Exhibit B shall then be satisfied, at the breach can be cured and request of the Company is vigorously attempting to cure such breach(confirmed in writing), Sub shall extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. The Per Share Amount shalltime, subject to applicable withholding the right of taxesParent, be net Sub or the Company to terminate this Agreement pursuant to the seller in cash, upon terms hereof. Subject to the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares and in order to comply in whole or in part with applicable Laws. Any such delay shall be effected any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule TO14D- 1") with respect to the Offer. The Schedule TO , which shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule TO, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"), and Parent and Sub shall cause to be disseminated the Offer Documents to holders of Shares as and to the extent required by applicable Federal securities laws. Purchaser Parent, Sub and the Company agree each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser Parent and Sub further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and to cooperate with the Company and its counsel in responding to any such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (d) Parent or Sub shall engage an information agent in connection with the Offer.

The Offer. (a) Purchaser shallProvided that this Agreement shall not have been terminated in accordance with Article Eight hereof and none of the events set forth in Annex I hereto (the “Tender Offer Conditions”) shall have occurred, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined inpracticable, and in accordance withany event within ten (10) calendar days, 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter Parent shall cause the Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to commence (within the Offer and pay for all such Shares promptly following the acceptance meaning of Shares for payment. 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) 14d-2 under the Securities Exchange Act of 1934, as amended (including the "rules and regulations promulgated thereunder, the “Exchange Act"”)) an offer to purchase all outstanding Shares at the Offer Price, shall, upon commencement of the Offer but after affording the Company a reasonable opportunity to review and comment thereon, file Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction or waiver of the conditions set forth in Annex I hereto. (b) As promptly Without the prior written consent of the Company, the Purchaser shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Common Shares. The Offer shall remain open until the date that is twenty (20) Business Days (as reasonably practicable such term is defined in Rule 14d-1(c)(6) under the Exchange Act) after the commencement of the Offer (the “Expiration Date”), unless the Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the two succeeding sentences 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; provided, however, that the Purchaser may provide a subsequent offering period after the Expiration Date, in accordance with Rule 14d-ll under the Exchange Act. If at any Expiration Date, any of the Tender Offer Conditions is not satisfied or waived by the Purchaser, the Purchaser may extend the Offer from time to time; provided, however, that, on the scheduled expiration date of commencement of the Offer, (i) if the waiting period under the HSR Act or under any material applicable foreign statutes or regulations applicable to the Merger shall have not expired or been terminated, the Purchaser shall file extend the Offer from time to time until the expiration or termination under the HSR Act or any other material applicable foreign statutes or regulations, (ii) if any of the conditions set forth in paragraphs (a) or (b) of Annex I hereto shall have occurred and be continuing, the Purchaser shall extend the Offer from time to time until the earlier of (A) five (5) Business Days after the time such condition or conditions shall no longer exist or (B) such time at which the matters described in such paragraphs (a) or (b) shall have become final and nonappealable; or (iii) if all of the Tender Offer Conditions are satisfied and more than 50% but less than 90% of the outstanding Common Shares on a fully diluted basis (excluding Options (as defined herein) which are not exercisable for 60 days) have been validly tendered and not withdrawn in the Offer, the Purchaser shall have the right, in its sole discretion, to extend the Offer from time to time up to a maximum of ten (10) additional Business Days in the aggregate. Subject to the terms of the Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of any Expiration Date, the Purchaser will accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after such expiration date of the Offer. Without the prior written consent of the Company, the Purchaser shall not accept for payment or pay for any Shares in the Offer if, as a result, Purchaser would acquire less than the number of Shares necessary to satisfy the Minimum Condition (as defined in Annex I hereto). (c) Parent and the Purchaser represent that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretomaterial 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 "Schedule TO") circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the 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, Company in writing for inclusion in the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser Each of Parent and the Company agree Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that it shall have become false or misleading, misleading in any material respect and the Purchaser further agrees to take all steps necessary to cause the Schedule TO, Offer Documents as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersstockholders of the Company, in each case case, as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser Subject to the conditions of this Agreement, as promptly as practicable (and, in any event, not later than the third Business Day following the date hereof) after the date of this Agreement, Merger Subsidiary shall, and Exeter Parent shall cause Purchaser Merger Subsidiary to, commence amend the Existing Offer as promptly as reasonably practicable to reflect the terms and conditions of this Agreement, including the purchase price of $26.50 per Share (including the associated Company Rights), net to the seller in cash, without interest thereon (the “Offer Price”), and to set December 28, 2004 or such later date that is 10 Business Days after the date hereofof such amendment (the “Initial Expiration Date”), but in no event later than July 12, 2002as the expiration date for the Offer. The obligation obligations of Purchaser Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be are subject only to the satisfaction or waiver by Merger Subsidiary of the conditions set forth in Annex A hereto. Purchaser Exhibit A. Merger Subsidiary expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of or conditions to the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Merger Subsidiary shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to waive or change the Offer in addition to those set forth in Annex A heretoMinimum Condition, (iv) extend add to the Offerconditions set forth in Exhibit A, (v) modify any condition set forth in Exhibit A or amend any term of the Offer set forth in this Agreement, in each case, in any manner adverse to the holders of Shares, (vi) extend the Offer or (vii) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholdersconsideration. Notwithstanding the foregoing, Purchaser may(A) Merger Subsidiary shall extend the Offer (x) from time to time, for a period not to exceed 5 Business Days on each occasion, if at the scheduled or extended expiration date of the Offer the Minimum Condition shall not have been satisfied until such time as such condition is satisfied or waived or this Agreement is terminated or (y) from time to time for a period of 5 Business Days at a time (or such other period as the Company shall approve) if condition (a) set forth in Exhibit A shall not have been satisfied at the scheduled or any extended expiration date of the Offer, until such time as such condition is satisfied or waived or this Agreement is terminated and (B) without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer (i) extend the Offer beyond the scheduled expiration datefrom time to time, which shall be 20 business days following the commencement of the Offerfor a period not to exceed 10 Business Days on each such occasion, if, at the scheduled or extended expiration date of the Offer, any of the other conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer shall not be have been satisfied or waived, until such conditions are satisfied or waived or and (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled Offer or any period required by applicable law. Following expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser Merger Subsidiary may, without the consent of the Companyin its sole discretion, provide "a subsequent offering periods," as such term is defined in, and period (“Subsequent Offering Period”) in accordance with, with Rule 14d-11 under of 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. The Per Share Amount shall, subject to applicable withholding of taxes, be net Subject to the seller in cashforegoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser Merger Subsidiary shall, and Exeter Parent shall cause Purchaser it to, accept for payment and pay for (i) all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after the expiration of the Offer and pay for (ii) all such Shares validly tendered in the Subsequent Offering Period promptly following the acceptance of Shares for payment. 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")valid tender thereof. (b) As promptly as reasonably practicable on after the date of commencement of this Agreement, Parent and Merger Subsidiary shall (i) amend the Offer, Purchaser 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 was originally filed on June 9, 2003 to reflect the terms and conditions of this Agreement, and file such amendment (the “Schedule TO Amendment”) with respect to the Offer. The Schedule TO SEC, which shall contain or shall incorporate by reference an offer to purchase (the "Amended and Restated Offer to Purchase") Purchase reflecting the terms and forms conditions of this Agreement, and a revised form of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documentscollectively, together with all any amendments or supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents")”) and (ii) cause the Offer Documents to be disseminated to holders of Shares. Purchaser Each of Parent, Merger Subsidiary and the Company agree to shall promptly correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser further agrees to each of Parent and Merger Subsidiary shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TO, Offer Documents as so corrected, amended or supplemented to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersthe Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall provide the Company and its counsel with any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive after the date of this Agreement from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications. (c) Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shallshall commence, and Exeter Parent shall cause Purchaser toto commence, commence within the meaning of Rule 14d-2 under the Exchange Act, the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Per Share payable in the Offer, Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the CompanySpecial Committee, Purchaser shall will not (i) decrease the price per Per Share payable in the OfferAmount, (ii) reduce ii)reduce the maximum number of Shares to be purchased in the Offer, (iii) impose change the form of the consideration payable in the Offer, (iv)add to, modify or supplement the conditions to the Offer in addition to those set forth in Annex A hereto, (ivv) extend the expiration date of the Offer beyond the twentieth business day following commencement thereof; provided, however, Purchaser may extend the expiration date of the Offer, (vA) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 if the conditions to 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 ruleset forth in Annex A have not been satisfied, regulation or interpretation of (B) to the extent necessary to respond to comments on the Offer Documents (as defined below) from the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied ) and (C) on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Actone additional occasion, for an aggregate a period not to exceed twenty (20) ten business days or (for all such extensions) and Purchaser shall (A) give vi)make any other change in the required notice terms or conditions of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as the Offer which is materially adverse to the holders of such applicable expiration dateShares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the each seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Subject to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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 shall, and Parent shall cause Purchaser to, accept for 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 1934and pay, as amended (promptly as practicable after expiration of the "Exchange Act")Offer, for all Shares validly tendered and not withdrawn. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Purchaser shall file with the SEC (i) a Tender Offer Statement on Schedule TO 14D-1, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule TO14D-1") ), with respect to the OfferOffer and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3, including all exhibits thereto (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 TO 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 TO14D-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 shall correct promptly any information provided by any of them for use in the Offer Documents that which shall have become false or misleading, and Parent and Purchaser further agrees to shall take all steps necessary to cause the Schedule TO14D-1 and the Schedule 13E-3, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities lawsLaw (as defined below). The Company, the Special Committee and their respective counsel shall be given the reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser shall provide the Company, the Special Committee and their respective counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and its counsel shall provide the Company, the Special Committee and their respective counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Offer Documents, the Transactions or this Agreement. In the event that the Parent or the Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to respond promptly to such comments and take all other actions necessary to resolve the issues raised therein. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser shallNot later than the first business day after the date of this Agreement, and Exeter shall cause Purchaser to, commence Buyer will make a public announcement of the offer to purchase one million six hundred thousand (1,600,000) Shares at the Offer Price net to the seller in cash. Notwithstanding the foregoing, the Offer Price will be subject to possible increase as provided in Section 2.1(b) hereof. (b) Subject to the provisions of this Agreement, as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Buyer of the Offer, 2002Buyer shall commence the Offer. The obligation of Purchaser Buyer to commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A heretoExhibit 2.1 attached hereto (the "Offer Conditions") (any of which may be waived in whole or in part by Buyer in its sole discretion). Purchaser Buyer expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Buyer shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions add to the Offer in addition to those set forth in Annex A heretoConditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Buyer 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, if at the scheduled or extended expiration date of the OfferOffer (the initial scheduled expiration date being such date as shall be identified in the Offer Documents (as herein defined)), any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph and (diii) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied for any reason on one or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, more occasions for an aggregate period of not to exceed more than twenty (20) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Buyer or the Company to terminate this Agreement pursuant to the terms hereof. The obligation of Buyer to accept for all such extensions) payment, and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all for, any Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net pursuant to the seller Offer shall be subject only to the conditions set forth on Exhibit 2.1 (any of which may be waived in cash, upon whole or in part by Buyer in its sole discretion). Subject to the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shallBuyer shall accept for payment, and Exeter shall cause Purchaser topay for, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares that Buyer becomes obligated to accept for payment. Notwithstanding the immediately preceding sentence and subject , pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration 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"). (bc) As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser Buyer shall file with the SEC a Tender Offer Statement on in Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule TO14D-1") with respect to the Offer. The Schedule TO , which shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal (such Schedule 14D-1 and any related summary advertisement (the Schedule TO, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"), and Buyer shall cause to be disseminated the Offer Documents to holders of Common Stock (collectively, the "Shareholders" and individually, a "Shareholder") as and to the extent required by applicable federal securities laws. Purchaser Buyer and the Company agree each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser Buyer further agrees to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be promptly filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be promptly disseminated to Stockholdersthe Shareholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the Shareholders. Buyer agrees to provide the Company and its counsel any comments Buyer or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (d) Buyer shall provide on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Buyer becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser Subject to the conditions of this Agreement, as promptly as practicable, Merger Sub shall, and Exeter Parent shall cause Purchaser Merger Sub to, commence the Offer as promptly as reasonably practicable after within the date hereof, but in no event later than July 12, 2002meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation obligations of Purchaser Merger Sub to, and of Parent to cause Merger Sub to accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex A heretoExhibit A. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). Purchaser Merger Sub expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions waive the Minimum Tender Condition (as defined in Exhibit A), add to the Offer in addition to those conditions set forth in Annex Exhibit A heretoor modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, adverse to the holders of Company or the StockholdersCommon Stock. Notwithstanding the foregoing, Purchaser Merger Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration datein increments of not more than five (5) Business Days each, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration date of the Offer, Offer any of the conditions to Purchaser's Merger Sub’s obligation to accept for paymentpurchase Shares are not satisfied, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or (ii) extend the Offer for any the minimum period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided. In addition, however, that if the sole condition remaining unsatisfied on the initial at any otherwise scheduled expiration date of the Offer any condition to the Offer is a condition set forth in paragraph (d) or (e) of Annex Anot satisfied, Purchaser Merger Sub shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breachParent shall cause Merger Sub to, extend the Offer from time to time until at the request of the Company for not less than five business days after such breach is cured(5) Business Days. In addition, Merger Sub shall, if requested by either the Company or the Parent, make available a "subsequent offering period", in accordance with Exchange Act Rule 14d-11, of not less than ten (10) Business Days; provided, further, provided that Purchaser Merger Sub shall not be required to extend make available such a subsequent offering period in the Offer beyond 30 calendar days after such initial scheduled expiration date. In additionevent that, if all of the conditions prior to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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 commencement of such subsequent offering period period, Parent and (B) immediately accept and promptly pay for all Shares tendered as Merger Sub, directly or indirectly own more than 80% of such applicable expiration datethe Fully Diluted Shares. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Merger Sub shall, and Exeter Parent shall cause Purchaser Merger Sub to, accept pay for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Merger Sub becomes obligated to purchase pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves . The time at which Merger Sub initially accepts Shares for payment pursuant to the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay Offer shall be effected in compliance with Rule 14e-1(c) under referred to herein as the Securities Exchange Act of 1934, as amended (the "Exchange ActAcceptance Time"). (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser Parent and Merger Sub shall file with the SEC and deliver to the Company and its counsel 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 , which shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal and any related summary advertisement (the such Schedule TO, (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds and securities necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. (d) The Company hereby grants to Parent and Merger Sub an irrevocable option (the "Top-Up Option") to purchase at a price per share equal to the Cash Value of the Offer Price up to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as that number of newly issued shares of the Company Common Stock (the "Offer DocumentsTop-Up Shares")) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock, directly or indirectly, owned by Parent and Merger Sub at the time of exercise of the Top-Up Option shall constitute one share more than ninety percent (90%) of the Fully Diluted Shares immediately after the issuance of the Top-Up Shares. Purchaser The Top-Up Option shall be exercisable only once, at such time as Parent and Merger Sub, directly or indirectly, own at least 80% of the Company agree Fully Diluted Shares and prior to correct promptly any information provided by any the fifth Business Day after the expiration date of them for use in the Offer Documents that or the expiration date of any subsequent offering period. Such Top-Up Option shall have become false or misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to not be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and exercisable to the extent required by the number of shares of Company Common Stock subject thereto (taken together with the number of Fully Diluted Shares outstanding at such time) exceeds the number of authorized shares of Company Common Stock available for issuances. The obligation of the Company to deliver the Top-Up Shares upon the exercise of the Top-Up Option is subject to the condition that no provision of any applicable federal securities laws.Law or rule of the NASDAQ Global Market and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise. The parties shall cooperate to ensure that the issuance of the Top-Up Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. In the event Parent and Merger Sub wish to exercise the Top-Up Option, Merger Sub shall give the Company one (1) Business Day prior written notice specifying the number of shares of the

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as __As promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offerpublic announcement (on the date hereof or the following day) by Purchaser and the Company of this Agreement, Purchaser mayMerger Sub shall, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser Merger Sub to, accept for payment all Shares validly tendered and not withdrawn pursuant to commence the Offer and pay for all such Shares promptly following (within the acceptance meaning of Shares for payment. 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) 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). The obligation of Merger Sub to, and of Purchaser to cause Merger Sub to, commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth on Exhibit A hereto (the "Offer Conditions") (any of which (other than the Minimum Condition and the Antitrust Condition (as such terms are defined in Exhibit A)) may be waived in whole or in part by Merger Sub in its sole discretion). Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Merger Sub shall not (i)__reduce the number of Shares subject to the Offer, (ii)__reduce the Offer Price, (iii)__add to or modify the Offer Conditions, (iv)__except as provided in the following sentence, extend the Offer, (v)__change the form of consideration payable in the Offer or (vi)__amend or alter any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (A) 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, (B) extend the Offer, if at the scheduled or extended expiration date of the Offer, any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived and (C) extend the Offer on one occasion for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Notwithstanding the foregoing, Merger Sub may not, without the Company's prior written consent, extend the Offer pursuant to clause (B) of the prior sentence if the failure to satisfy any of the Offer Conditions was directly or indirectly caused by an act or omission of Purchaser or Merger Sub that constitutes a breach of this Agreement. Purchaser and Merger Sub agree that if any Offer Condition (other than the Minimum Condition and the Offer Condition set forth in paragraph (e) of Exhibit A) is not satisfied on any scheduled expiration date of the Offer, then Merger Sub shall extend the Offer from time to time until all the Offer Conditions have been satisfied or waived, provided that (i)__any such unsatisfied condition is reasonably capable of being satisfied, (ii)__any Takeover Proposal theretofore received by the Company has been rejected by the Company (or, if such Takeover Proposal has not been rejected by the Company as of such scheduled expiration date, such Takeover Proposal was received by the Company less than ten days prior to such scheduled expiration date), as confirmed in writing by the Company to Purchaser setting forth the date any such Takeover Proposal was received, and (iii) Merger Sub shall not be required to extend the Offer to a date that is later than the Outside Date (as defined in 9.1(c)). Subject to the terms and conditions of the Offer and this Section 1.1(a), Merger Sub shall, and Purchaser shall cause Merger Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule TO14D-1") with respect to the Offer. The Schedule TO , which shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal and any related transmittal, a summary advertisement (the Schedule TO, the Offer to Purchase and such other documentsdocuments as are customarily filed with a Schedule 14D-1 (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with all any supplements and or amendments thereto, being hereinafter collectively referred to herein collectively as the "Offer Documents"). Purchaser Each of Purchaser, Merger Sub and the Company agree agrees promptly to correct promptly any written information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser and Merger Sub further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to stockholders of the Company. Purchaser and Merger Sub agree to provide the Company and its counsel any comments Purchaser, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds sufficient to accept for payment and pay for, any and all Shares that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser As long as (i) this Agreement shall not have been terminated in accordance with its terms and (ii) none of the events or conditions described in Exhibit 1 shall exist or shall have occurred and be continuing, Merger Sub shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable and in no event later than ten (10) business days after the date hereof, but in no event later than July 12, 2002. The obligation commence (within the meaning of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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) 14d-2 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). ) a tender offer to purchase all of the outstanding shares of common stock, par value $0.10 per share (bthe “Common Stock”), of the Company (the “Shares”) As promptly at a price of $37.00 per Share in cash, net to the seller but subject to any required withholding of Taxes, subject to the conditions set forth in Exhibit 1 and the requirements of this Agreement (such tender offer and price as reasonably practicable they may from time to time be amended in accordance with this Agreement, the “Offer” and the “Offer Price”, respectively). Subject to Merger Sub’s right to extend the Offer as permitted by this Agreement, the Offer shall initially expire at midnight (New York City time) on the date which is 20 business days after the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act). If any of commencement the conditions set forth in Exhibit 1 are not satisfied or waived by Merger Sub as of any then scheduled expiration time for the Offer, Purchaser shall file with then Merger Sub may, from time to time in its sole discretion, extend the SEC expiration time for the Offer in maximum increments of 10 business days to no later than June 30, 2006 (the “Outside Date”); provided, however, that notwithstanding the foregoing (i) Merger Sub may extend the Offer for any period required by any applicable Law (as defined in Section 5.1(i)) and (ii) after acceptance for payment of Shares for a Tender further period of time not to exceed twenty (20) business days by means of a subsequent offering period under Rule 14d-11 under the Exchange Act. Merger Sub expressly reserves the right to amend or modify the terms and conditions of the Offer Statement in its sole discretion; provided, however, that notwithstanding the foregoing Merger Sub may not waive the Minimum Condition, impose any conditions other than those set forth in Exhibit 1, modify the conditions on Schedule TO Exhibit 1 (together with all amendments and supplements thereto, the "Schedule TO") with respect other than to waive any conditions on Exhibit 1 to the extent permitted by this Agreement), decrease the Offer Price below $37.00 per Share, change the form of consideration payable in the Offer. The Schedule TO shall contain , reduce the number of Shares sought in the Offer, extend the Offer other than as permitted by the immediately preceding sentence or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms amend any terms of the related letter Offer in a manner adverse to the holders 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to StockholdersShares, in each case as without the prior written consent of the Company. On the terms and subject to the extent required by applicable federal securities lawsconditions of the Offer and this Agreement, Merger Sub shall pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. Merger Sub may, at any time, transfer or assign to one or more Subsidiaries of Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Merger Sub of its obligations under this Agreement or the Offer. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent that it will cause Merger Sub to take such action.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shallshall commence, and Exeter Parent shall cause Purchaser toto commence, commence within the meaning of Rule 14d-2 under the Exchange Act, the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment and pay for Shares and/or Warrants tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Per Share payable in Amount and/or the Offer, Per Warrant Amount and to make any other changes in the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that, without the prior written consent of the CompanySpecial Committee, Purchaser shall will not (i) decrease the price per Per Share payable in Amount or the OfferPer Warrant Amount, (ii) reduce the maximum number of Shares or Warrants to be purchased in the Offer, (iii) impose change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer in addition to those set forth in Annex A hereto, (ivv) extend the expiration date of the Offer beyond the twentieth business day following commencement thereof; PROVIDED, HOWEVER, Purchaser may extend the expiration date of the Offer, (vA) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 if the conditions to 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 set forth in Annex A have not been satisfied and (B) to the extent necessary to respond to comments on the Offer Documents (as defined below) from the United States Securities and Exchange Commission (the "SEC"), ) or (vi) make any other change in the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date terms or conditions of the Offer which is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions materially adverse to the Offer are satisfied holders of Shares or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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 dateWarrants. The Per Share Amount and the Per Warrant Amount shall, subject to any applicable withholding of taxes, be net to the each seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Subject to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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 shall, and Parent shall cause Purchaser to, accept for 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 1934and pay, as amended (promptly as practicable after expiration of the "Exchange Act")Offer, for all Shares and Warrants validly tendered and not properly withdrawn. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Purchaser shall file with the SEC (i) a Tender Offer Statement on Schedule TO 14D-1, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule TOSCHEDULE 14D-1") ), with respect to the OfferOffer and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3, including all exhibits thereto (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 TO 14D-1 and the Schedule 13E-3 shall contain or shall incorporate by reference an offer to purchase (the "Offer to PurchaseOFFER TO PURCHASE") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO14D-1, the Schedule 13E-3, the Offer to Purchase Purchase, the related letter of transmittal and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). Parent, Purchaser and the Company agree to shall correct promptly any information provided by any of them for use in the Offer Documents that which shall have become false or misleading, and Parent and Purchaser further agrees to shall take all steps necessary to cause the Schedule TO14D-1 and the Schedule 13E-3, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares and Warrants, in each case as and to the extent required by applicable federal securities lawslaw. The Company, the Special Committee and their respective 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 shall provide the Company, the Special Committee and their respective counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and its counsel shall provide the Company, the Special Committee and their respective counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and tele- phone conferences, relating to the Offer Documents, the Transactions or this Agreement. In the event that Parent or the Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to respond promptly to such comments and take all other actions necessary to resolve the issues raised therein. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment, and pay for, any Shares and/or Warrants that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the public announcement of the execution of this Agreement, 2002Acquisition shall commence the Offer. The obligation of Purchaser Acquisition to consummate the Offer and accept for payment Shares payment, and pay for, any shares of Common Stock (the "MGI Shares" and each holder thereof, a "MGI Stockholder") tendered pursuant to the Offer shall be subject to the conditions set forth in Annex Exhibit A hereto(any of which may be waived by Acquisition in its sole discretion). Purchaser Acquisition expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the CompanyMGI, Purchaser Acquisition shall not (i) decrease reduce the price per Share payable in number of MGI Shares subject to the Offer, (ii) reduce the maximum number of Shares price per MGI Share to be purchased in paid pursuant to the Offer, (iii) impose conditions add to the Offer in addition to those conditions set forth in Annex A heretoExhibit A, (iv) except as provided in this Section 1.01(a) below, extend the Offer, (v) change the form of consideration payable in the Offer Offer, or (vi) amend, add to or waive make any other term change in the terms of the Offer in any manner that would be, in any significant respect, adverse to the Company MGI Stockholders. The initial expiration date of the Offer shall be the date this is 20 business days after the date that the Offer has been commenced. Acquisition may extend the Offer in accordance with applicable law, but if the conditions set forth in Exhibit A are satisfied as of the then scheduled expiration date of the Offer, the Offer may be extended only with the prior written consent of MGI or the Stockholdersas required by law. Notwithstanding the foregoing, Purchaser Acquisition may, without the consent of the CompanyMGI, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived; provided, however, that Acquisition shall not extend the Offer later than June 30, 1998 pursuant to this clause (iiA) without MGI's prior written consent, (B) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC" or the "), Commission") or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (dC) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five two business days after such breach is cured; providedthe expiration of the waiting period under the HSR Act (as defined in Section 3.05 below), furtherif applicable, that Purchaser shall not be required to and (D) extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In additionfor a period not to exceed 15 business days, if notwithstanding that all of the conditions to the Offer are satisfied or waived, then upon the applicable as of such expiration date of the Offer, Purchaser mayif, without immediately prior to such expiration date (as it may be extended), the consent MGI Shares tendered and not withdrawn pursuant to the Offer equal less than 90%, but more than 75%, of the Companyoutstanding MGI Shares (on a fully-diluted basis). Subject to the conditions set forth in this Agreement, provide "subsequent offering periods," as such term is defined in, and in accordance 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 Acquisition 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all MGI Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following after the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares 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"). (b) As promptly as reasonably practicable Parent shall provide or cause to be provided to Acquisition on a timely basis the date of commencement of the Offerfunds necessary to accept for payment, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretopay for, the "Schedule TO") with respect any MGI Shares that Acquisition becomes obligated to accept for payment, and pay for, pursuant to the Offer. (c) MGI will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any MGI Shares beneficially owned by it. The Schedule TO For purposes of this Section 1.01 only, "Subsidiaries" means, as to any Person (as defined below): (i) any corporation of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of the Subsidiaries; (ii) any limited liability company, partnership or joint venture in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of the Subsidiaries; or (iii) any entity which is controlled (as hereinafter defined) by such Person or any of the Subsidiaries. For all other purposes of this Agreement, "Subsidiaries" shall contain have the meaning therefor set forth in Article III hereof. For purposes of this Agreement, (A) "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or shall incorporate by reference an offer to purchase other entity and (the B) "Offer to Purchasecontrol" (including, with correlative meanings, "controlled by" and "under common control with") and forms means possession, directly or indirectly, of power to direct or cause the direction of the related letter management or policies of transmittal and any related summary advertisement a Person (whether through the Schedule TOownership of securities or partnership or other ownership interests, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"by contract or otherwise). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after the date hereof, (but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to 10 business days after the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions public announcement of the Offer; provided, however, that, without the prior written consent of the Companyexecution hereof), Purchaser shall not commence (i) decrease within the price per Share payable in the Offer, (ii) reduce the maximum number meaning of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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) 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding Shares at a price of $18 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to the conditions set forth in Annex A hereto. (b) As promptly as reasonably practicable The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the date of commencement expiration of the Offer, Purchaser Offer and not withdrawn shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect be subject only to the Offerconditions set forth in Annex A hereto. The Schedule TO Offer shall contain or shall incorporate be made by reference means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and forms the conditions set forth in Annex A hereto. (c) Purchaser expressly reserves the right to modify the terms of the related letter Offer; provided, that, without the Company's prior written consent, Purchaser shall not decrease the Offer Price, change the form of transmittal consideration to be paid in the Offer or decrease the number of Shares sought or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments and any related summary advertisement (subject to the Schedule TOpenultimate sentence of this Section 1.1) or impose additional conditions without the written consent of the Company; provided further, however, that, if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date that the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Purchaser may, from time to time until such time as all such conditions are satisfied or waived, in its sole discretion, extend the expiration date. In addition, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser Price may be increased 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to may be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and extended to the extent required by applicable federal securities lawsLaw in connection with such increase, in each case without the consent of the Company. 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 promptly as practicable; provided, however, that if, as of the initial expiration date of the Offer, the Shares validly tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares, Purchaser may elect to provide a subsequent offering period pursuant to Rule 14d-11 under the Exchange Act.

The Offer. (a) Purchaser shallProvided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Annex A shall have occurred and be existing, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later than July 12five business days after the public announcement of the execution of this Agreement), 2002. The obligation Purchaser shall commence (within the meaning of Purchaser Rule 14d-2 promulgated under the Exchange Act) a cash tender offer to accept for payment acquire all Shares tendered pursuant to at the Offer shall be subject Price. Subject to Section 1.1(d) and the satisfaction of the Minimum Condition and the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease use reasonable efforts to consummate the price per Share payable Offer in the Offer, (ii) reduce the maximum number of accordance with its terms and to accept for payment and pay for Shares to be purchased in the Offer, (iii) impose conditions tendered pursuant to the Offer in addition as soon as Purchaser is legally permitted to those do so under applicable law. The 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, (iv) extend and shall reflect, as appropriate, the Offerother terms set forth in this Agreement. Subject to Section 1.1(d), (v) change Purchaser shall not amend or waive the form of consideration payable in Minimum Condition, decrease the Offer Price or (vi) amenddecrease the number of Shares sought, add to or waive amend any other term condition of the Offer in any manner that would be, in any significant respect, adverse to the Company or holders of the Stockholders. Notwithstanding Shares without the foregoing, Purchaser may, without written 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 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; provided, however, that if the sole condition remaining unsatisfied . If on the initial scheduled expiration date of the Offer, which shall be no earlier than twenty business days after the date the Offer is a condition set forth in paragraph (d) commenced, all conditions to the Offer will not have been satisfied or (e) of Annex Awaived, Purchaser shallmay, so long as the breach can be cured and the Company is vigorously attempting from time to cure such breachtime, in its sole discretion, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of Purchaser may increase the conditions amount it offers to the Offer are satisfied or waived, then upon the applicable expiration date of pay per Share in the Offer, Purchaser mayand 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, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"). (b) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent and Purchaser shall file with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") 14D-1 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 TO14D-1 will include, as exhibits, the Offer to Purchase and such other documents, together with all supplements a 1 form of letter of transmittal and amendments thereto, being referred to herein collectively as the "Offer Documents"). 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, summary advertisement. (c) Parent and Purchaser further agrees to will take all steps necessary to cause the Schedule TO, as so corrected, Offer Documents to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of the Shares, in each case as and to the extent required by applicable federal securities laws. 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 initial Schedule 14D-1 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. (d) In the event the Minimum Condition is not satisfied on any scheduled expiration date of the Offer, Purchaser may either (i) extend the Offer pursuant to Section 1.1(a), or (ii) amend the Offer to provide that, in the event (A) the Minimum Condition is not satisfied at the next scheduled expiration date of the Offer (without giving pro forma effect to the potential issuance of any Shares issuable upon exercise of the Stock Option Agreement), and (B) the number of Shares tendered pursuant to the Offer and not withdrawn as of such next scheduled expiration date is more than 50% of the then outstanding Shares, Purchaser shall waive the Minimum Condition and amend the Offer to reduce the number of Shares subject to the Offer to a number of Shares that when added to the Shares then owned by Purchaser will equal the Revised Minimum Number, and, if a greater number of Shares is tendered into the Offer and not withdrawn, purchase, on a pro rata basis, the Revised Minimum Number of Shares (it being understood that Purchaser may, but shall not in any event be required to accept for payment, and pay for, any Shares if less than the Revised Minimum Number of Shares are tendered pursuant to the Offer and not withdrawn at the applicable expiration date). Notwithstanding any other provision of this Agreement, in the event that Purchaser purchases a number of Shares equal to the Revised Minimum Number, without the prior written consent of the Purchaser prior to the termination of this Agreement, the Company shall take no action whatsoever to increase the number of Shares owned by the Purchaser in excess of the Revised Minimum Number.

The Offer. (a) Purchaser shallProvided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events or circumstances set forth in Annex A hereto (other than in clauses (i) or (ii) of Annex A) shall have occurred or be existing (unless, and Exeter shall cause Purchaser toto the extent permitted hereby, commence the Offer as promptly as reasonably practicable after waived), within five business days of the date hereof, but in no event later than July 12, 2002Purchaser will commence the Offer for all outstanding shares of Company Common Stock. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, howeverthat Purchaser may waive any condition, thatexcept, that Purchaser shall not, without the prior written consent of the Company, Purchaser shall not (i) decrease waive the price per Share payable Minimum Condition (as defined in the OfferAnnex A), (ii) reduce the maximum number of Shares shares of Company Common Stock subject to be purchased in the Offer, (iii) impose conditions reduce the Per Share Amount, (iv) modify or add to the Offer in addition to those conditions set forth in Annex A heretoA, (iv) extend the Offer, or (v) change the form of consideration payable in the Offer. Subject to the terms and conditions thereof and the immediately following sentence, the Offer or shall initially expire at midnight, New York City time, on the date that is twenty business days after the date that the Offer is commenced (vi) amendthe "Initial Expiration Date", add and any expiration time and date established pursuant to or waive any other term extension of the Offer in any manner that would beunder this Agreement, in any significant respectas so extended, adverse to the Company or the Stockholders"Expiration Date"). Notwithstanding the foregoing, Purchaser may, without consent of the Company, shall be obligated (i) to extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, iffrom time to time, if at the scheduled expiration Initial Expiration Date or any subsequent Expiration Date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for paymentpurchase shares of Company Common Stock are not satisfied until those conditions are satisfied (or, to the extent permitted hereby, waived) and to pay for, the Shares, shall not be satisfied or waived or (ii) to extend the Offer for any period required by any order, decree or ruling of, or any rule, regulation regulation, interpretation or interpretation of the Securities and Exchange Commission position of, any Governmental Entity (the "SEC"), or the staff thereof, as defined in Section 4.4) applicable to the Offer; provided, however, that if . Following the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured final Expiration Date and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date consummation of the Offer, Purchaser may, without the consent of the Companyin its sole discretion, provide for a "subsequent offering periods,period" 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"). The Offer will be made by means of an offer to purchase (the "Offer to Purchase") and related letter of transmittal containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto. Upon the terms and subject to the satisfaction or, to the extent permitted hereby, waiver of the conditions of the Offer as of the Initial Expiration Date or any final Expiration Date, Purchaser will accept for payment and pay for all shares of Company Common Stock duly tendered and not withdrawn promptly after such Expiration Date, and Parent shall or shall cause one of its affiliates to promptly provide to the Paying Agent (as defined in Section 3.2(a)), as and when needed, all funds necessary to pay for the shares of Company Common Stock accepted for payment in the Offer or acquired during the "subsequent offering period." Purchaser shall accept tenders of shares of Company Common Stock through the delivery of certificates representing Warrants (as defined in Section 4.2(a)) pursuant to such procedures as Purchaser and the Company agree and may be specified in the Offer; provided, that such procedures shall permit each tendering holder of Warrants to receive the same amount such holder would have received had the holder exercised the Warrant for Company Common Stock prior to tender (i.e., the Per Share Price times the number of shares of Company Common Stock for which the Warrant is then exercisable), less the aggregate exercise price for such number of shares of Company Common Stock. Subject to Section 6.7, the Company's Board of Directors shall recommend to its stockholders that they accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements thereto and including the exhibits thereto, the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") on the date the Offer Documents are filed with the SEC. Each of the Company, Parent and Purchaser will promptly correct any information provided by it in writing specifically for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of Company Common Stock and holders of Warrants to whom the Offer was sent, in each case as and to the extent required by applicable law. (b) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent and Purchaser shall will 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 Parent agrees, as to the Schedule TO shall contain or shall incorporate by reference an offer to purchase (and the "included Offer to Purchase") Purchase and forms of the related letter of transmittal and any related summary advertisement (which, with the documents included in the Schedule TO, including, but not limited to, the Rule 13E-3 Transaction Statement (the "13E-3 Transaction Statement"), pursuant to which the Offer to Purchase shall be made and such other documents, together with all any supplements thereto and amendments including the exhibits thereto, being referred to herein collectively as constitute the "Offer Documents")) and the Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Parent and Purchaser will disseminate the Offer Documents (other than the Schedule TO) to holders of Company Common Stock and holders of Warrants. Each of Parent, Purchaser and the Company agree to will promptly correct promptly any information provided by any of them it in writing specifically for use in the Offer Documents that shall have become becomes false or misleadingmisleading in any material respect, and each of Parent and Purchaser further agrees to will take all steps necessary to cause the Schedule TO, TO as so corrected, corrected to be filed with the SEC, and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of shares of Company Common Stock and holders of Warrants, in each case as and to the extent required by applicable federal securities lawslaw. The Company and its counsel, as to the Offer Documents, and Parent, Purchaser and their counsel, as to the Schedule 14D-9, shall be given a reasonable opportunity to review and comment on such documents prior to their being filed with the SEC and to review any comments received from the SEC with respect to such documents, and Parent, Purchaser and the Company agree to give reasonable consideration to the comments of the Company and its counsel and Parent, Purchaser and their counsel, respectively. The Company and its counsel and Parent, Purchaser and their counsel will provide Parent, Purchaser and their counsel, on the one hand, and the Company and its counsel, on the other hand, with a reasonable opportunity to participate in all communications, if any, with the SEC and its staff, including any meetings and telephone conferences relating to the Schedule 14D-9, the Offer, the Offer Documents, the Merger or this Agreement. (c) In connection with the Offer, the Company will cause its Transfer Agent to furnish promptly to Purchaser a list, as of a recent date, of the record holders of shares of Company Common Stock and of Warrants and their addresses, as well as mailing labels containing the names and addresses of all record holders of shares of Company Common Stock and all record holders of Warrants, and lists of security positions of shares of Company Common Stock held in stock depositories. The Company will furnish Purchaser with such additional information (including, but not limited to, updated lists of holders of shares of Company Common Stock and record holders of Warrants and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock and the record and beneficial holders of Warrants.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Parent and the Company of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto(the "Offer Conditions") and to the terms and conditions of this Agreement (any of which may be waived in whole or in part by Sub in its sole discretion, except that Sub shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the Company). Purchaser Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose any other conditions to the Offer in addition other than the Offer Conditions or modify the Offer Conditions (other than to those set forth in Annex A heretowaive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, Offer or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Sub 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, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; providedOffer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, howeverin each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if the sole condition remaining unsatisfied on the initial at any scheduled expiration date of the Offer is a condition Offer, the Minimum Condition, the HSR Condition (as defined in Exhibit A) or either of the conditions set forth in paragraph paragraphs (e) or (f) of Exhibit A shall not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (d) or and (eg) shall then be satisfied, at the request of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach(confirmed in writing), Sub shall extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. The Per Share Amount shalltime, subject to applicable withholding the right of taxesParent, be net Sub or the Company to terminate this Agreement pursuant to the seller in cash, upon terms hereof. Subject to the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration 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"). (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule TO14D-1") with respect to the Offer. The Schedule TO , which shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule TO, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"), and Parent and Sub shall cause to be disseminated the Offer Documents to holders of Shares as and to the extent required by applicable Federal securities laws. Purchaser Parent, Sub and the Company agree each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser Parent and Sub further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and to cooperate with the Company and its counsel in responding to any such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Parent and the Company of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Purchaser Sub to accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto. Purchaser expressly reserves (the right to waive "Offer Conditions") (any such conditionof which may be waived in whole or in part by Sub in its sole discretion, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, provided that, without the prior written consent of the Company, Purchaser Sub shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions amend or add to the Offer in addition to those set forth in Annex A heretoConditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or holders of the StockholdersShares. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; providedOffer or any period required by applicable law and (C) extend the Offer 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 (A) or (B) of this sentence, however, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Parent and Sub agree that if all of the sole condition remaining unsatisfied Offer Conditions are not satisfied on the initial any scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) 7 then, provided that all such conditions are reasonably capable of Annex Abeing satisfied, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, Sub shall extend the Offer from time to time until five business days after such breach is cured; providedconditions are satisfied or waived, further, provided that Purchaser Sub shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateSeptember 28, 1998. In addition, if all of the conditions Subject to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules Offer as promptly as practicable after the expiration of the SEC and Offer. (b) On the terms and conditions date of commencement of the Offer, Purchaser expressly reserves Parent and Sub shall file with the right SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to delay payment for Shares the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Sub agree that the Offer Documents shall comply as to form in order to comply in whole or in part all material respects 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"). (b) As promptly as reasonably practicable , and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of commencement 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 Offercircumstances under which they were made, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretonot misleading, the "Schedule TO") except that no representation or warranty is made by Parent or Sub with respect to information supplied by the Offer. The Schedule TO shall contain Company or shall incorporate any of its stockholders specifically for inclusion or incorporation 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, in the Offer to Purchase and such other documentsDocuments. Each of Parent, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser Sub and the Company agree promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser Parent and Sub further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with 8 respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event not later than July 12the fifth (5th) Business Day after the date hereof, 2002Buyer and Merger Sub shall amend the Offer to (i) increase the purchase price to the Offer Price, (ii) modify the conditions of the Offer to be the conditions set forth in Annex A hereto (the “Offer Conditions”) and no others and (iii) to make such other amendments as are necessary or appropriate to conform the Offer to the requirements of this Agreement. The expiration date of the Offer shall be the tenth (10th) day, counting only those days that are not a Saturday, Sunday or a day on which banks are authorized by law to close in New York, New York (each a “Business Day”), from the date the Offer is amended in accordance with the preceding sentence. The obligation of Purchaser Merger Sub to accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth Offer Conditions. Without the consent of the Company (which consent may be granted or withheld by the Company in Annex A hereto. Purchaser its sole discretion), Buyer and Merger Sub expressly reserves reserve the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; providedexcept, however, that, that without the prior written consent of the Company, Purchaser Buyer and Merger Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, ; (ii) reduce the maximum number of Shares to be purchased in the Offer, Offer Price; (iii) impose conditions to waive the Offer in addition to those set forth Minimum Condition (as defined in Annex A hereto, ); (iv) amend or add to the Offer Conditions; (v) except as provided in the first proviso to this sentence, extend the Offer, ; (vvi) change the form of or reduce the consideration payable in the Offer Offer; or (vivii) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding Company’s shareholders; provided, however, that, notwithstanding the foregoing, Purchaser may, without consent of the Company, Buyer and Merger Sub (iA) shall extend the Offer beyond the scheduled expiration datefor no longer than five (5) Business Days at any one time, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived or waived; (iiB) shall extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "“SEC"), or the staff thereof, ” ) applicable to the Offer; or (C) may, if the shares of Company Common Stock validly tendered and not withdrawn at the expiration of the Offer do not represent at least eighty percent (80%) of the total number of shares of Company Common Stock then outstanding, extend the Offer for one or more subsequent offering periods of up to an additional twenty (20) Business Days in the aggregate pursuant to Rule 14d-11 of the Securities Exchange Act of 1934 (such act, as amended and the rules and regulations promulgated thereunder, the “Exchange Act”); provided, further, however, that if that, in the sole condition remaining unsatisfied on case of clause (C) above, Merger Sub shall immediately accept for payment and promptly pay for all shares of Company Common Stock validly tendered, and not properly withdrawn, during the initial scheduled offering period in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Buyer and Merger Sub be required to extend the expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as beyond the breach can be cured and the Company is vigorously attempting Outside Date. Subject to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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 this Agreement and the Offer. Upon Offer Conditions, Merger Sub shall, and Buyer shall cause it to, as soon as possible after the expiration of the Offer, Purchaser shallaccept for payment, and Exeter shall cause Purchaser topay for (after giving effect to any required withholding Tax), accept for payment all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following not withdrawn (the date of acceptance of Shares for payment. 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"“Acceptance Date”). (b) As promptly as reasonably practicable on The Offer shall be made pursuant to a supplement to the date of commencement of Merger Sub’s offer to purchase, dated June 4, 2004, and contained in 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 a related letter of transmittal (such Schedule TO and any related summary advertisement (the Schedule TO, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "“Offer Documents"”) containing the terms and conditions set forth in this Agreement and in form reasonably satisfactory to the Company. As promptly as practicable after the date of this Agreement, but not later than the fifth (5th) Business Day after the date of this Agreement, Buyer and Merger Sub shall file the Offer Documents with the SEC and mail the Offer Documents to the shareholders of the Company (the “Company Shareholders”). Purchaser Buyer and Merger Sub agree that the Offer Documents shall comply in all material respects with the Exchange Act and the Offer Documents, on the date first published, sent or given to the Company Shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Buyer or Merger Sub with respect to information supplied by the Company or any Company Shareholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Buyer, Merger Sub and the Company agree promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser Buyer and Merger Sub further agrees agree to take all steps reasonably necessary to cause the Schedule TOOffer Documents, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersthe Company Shareholders, 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 (1) the Offer Documents prior to their filing with the SEC or dissemination to the Company Shareholders and (2) any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents. Buyer and Merger Sub agree to provide the Company and its counsel with any comments Buyer, Merger Sub or their counsel may receive from the SEC with respect to the Offer Documents promptly after the receipt of such comments. (c) Buyer shall or shall cause Merger Sub to deposit with The Bank of New York on a timely basis the funds necessary to accept for payment, and pay for, any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser shallProvided that the Company has fulfilled its obligation to provide information to Parent and Merger Sub on a timely basis as contemplated by Section 2.1(e), and Exeter Merger Sub shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. . (b) The obligation of Purchaser Merger Sub to accept for payment payment, purchase and pay for any Company Shares tendered pursuant to the Offer shall be subject to (i) the Minimum Condition and (ii) the other conditions set forth in Annex A hereto. Purchaser Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time, in its sole discretion, to waive any such conditioncondition (other than the Minimum Condition), to increase the price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, that without the prior written consent of the Company, Purchaser shall not Company no change may be made that (i) decrease decreases the price per Company Share payable in the Offer, (ii) reduce changes the form of consideration payable in the Offer, (iii) reduces the maximum number of Company Shares sought to be purchased in the Offer, (iiiiv) impose adds to the conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in extends the Offer other than as set forth in this Section 2.1, or (vi) amend, add modifies or amends any condition to or waive any other term of the Offer in any manner that would be, in any significant respect, materially adverse to the holders of Company or Shares. (c) The Offer initially shall be scheduled to expire twenty (20) Business Days following (and including, if it is a Business Day, the Stockholdersday of) the commencement thereof (the “Expiration Date”, unless extended, in which case any expiration time and date established pursuant to an authorized extension of the Offer in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything herein to the foregoingcontrary, Purchaser may, without consent Merger Sub (i) at the written request of the Company, (i) shall, and Parent shall cause Merger Sub to, from time to time extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, ifin increments of no more than ten (10) Business Days each, if at the initial or any subsequent scheduled expiration Expiration Date of the Offer, Offer any of the conditions to Purchaser's Merger Sub’s obligation to accept Company Shares for payment, and to pay for, the Shares, payment shall not be satisfied or waived, until such time as such conditions are satisfied or waived or to the extent permitted by this Agreement, (ii) shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (eiii) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, may extend the Offer from one time for up to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, (5) Business Days if all of the conditions to the Offer Merger Sub’s obligation to accept for payment Company Shares are satisfied or waived, then upon but the applicable expiration date number of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Company Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such is less than ninety percent (90%) of the then outstanding Company Shares promptly following on a fully diluted basis at the acceptance of Shares for paymentotherwise scheduled Expiration Date. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offerforegoing, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any no such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) 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"). Purchaser and the Company agree to correct promptly any information extension provided by any of them for use in the Offer Documents that shall have become false or misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.for

The Offer. (a) Purchaser shall, and Exeter shall Parent will cause Purchaser to, and Purchaser will, commence the Offer as promptly as reasonably practicable after the date hereof, hereof (but in no event later than July 12, 2002the twentieth Business Day following the date of this Agreement). The obligation of Purchaser (and Parent to cause Purchaser) to accept for payment and to pay for Shares tendered pursuant to the Offer shall will be subject to the satisfaction or waiver of each of the conditions set forth in Annex A heretoA. Each Share accepted by Purchaser in accordance with the terms and subject to the conditions of the Offer will be purchased pursuant to the Offer in exchange for the right to receive (per Share) the Per Share Amount. Unless extended in accordance with Section 2.1(c), the Offer will expire at 5:00 p.m., New York City time, on the twentieth Business Day following the commencement of the Offer (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with Section 2.1(c), at the time and date to which the Offer has been so extended (such later time and date to which the Offer has been extended in accordance with Section 2.1(c), the “Expiration Date”). Purchaser expressly reserves the right to waive any such condition, to increase (but not decrease) the price per Per Share Amount payable in the Offer, Offer and to make any other changes in the terms and conditions of the Offer; provided, howeversubject, thatin each case, to the provisions of Section 2.1(b). (b) Purchaser may not, without the prior written consent of the CompanyCompany given in advance of the Acceptance Date, Purchaser shall not (i) decrease the price per Per Share Amount or change the form of consideration payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A heretoA, (iv) extend waive or change the OfferMinimum Condition, or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive amend any other term of the Offer in any a manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding Company’s stockholders. (c) Subject to the foregoingterms and conditions of this Agreement, including Section 8.1, Purchaser may, without consent of the Company, (i) will from time to time extend the Offer beyond the scheduled expiration date, Expiration Date for five Business Days in each instance (or for such different period to which shall the Purchaser and the Company reasonably agree or may be 20 business days following the commencement of the Offer, required by law) if, at the scheduled expiration of the OfferExpiration Date, any of the conditions to Purchaser's ’s obligation to accept Shares for payment, and to pay for, the Shares, shall payment is 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration datewaived. In addition, if all of the conditions to the Offer are satisfied or waivedwaived but the number of Shares validly tendered and not withdrawn, together with the Shares held by Parent and Purchaser, if any, is less than 90% of the then-outstanding number of Shares, then subject to Section 8.1, upon the applicable expiration date Expiration Date and the initial purchase of Shares by Purchaser on the OfferAcceptance Date, Purchaser may, without the consent of the Company, will provide "“subsequent offering periods," ” as such term is defined in, and in accordance with, Rule 14d-11 promulgated under the Exchange ActAct (a “Subsequent Offering Period”), for an aggregate period not to exceed twenty (20) business days 20 Business Days (for all such extensions) and Purchaser shall will (Ai) give the required notice of such subsequent offering period Subsequent Offering Period and (Bii) immediately accept and promptly pay for all Shares tendered as of such applicable expiration datedate in accordance with Section 2.4. The Per Share Amount shall, Offer Documents will provide for the possibility of a Subsequent Offering Period in a manner consistent with this Section 2.1(c). (d) Upon the satisfaction or waiver (subject to applicable withholding Section 2.1(b)) by Purchaser of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offerset forth in Annex A, Purchaser shall, and Exeter shall cause Purchaser to, will accept for payment all and pay for Shares validly properly tendered and not withdrawn pursuant to the Offer (in accordance with Section 2.4) as promptly as practicable but in any event within three Business Days of such scheduled Expiration Date (the date of acceptance for payment, the “Acceptance Date”). In the event Shares are properly tendered and not withdrawn following the Acceptance Date, whether or not pursuant to a Subsequent Offering Period, Purchaser will accept for payment and pay for all the applicable Per Share Amount promptly after the tender of such Shares promptly following in accordance with this Section 2.1 and Section 2.4. (e) Parent will provide or cause to be provided to Purchaser on a timely basis the acceptance of funds necessary to purchase any Shares for paymentthat Purchaser becomes obligated to purchase 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 Offerany other provision hereof, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Lawslaws. Any such delay shall will be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (bf) As promptly as reasonably practicable on following the date this Agreement (but in no event later than the twentieth Business Day following the date of commencement of the Offerthis Agreement), Purchaser shall will 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 will 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 other customary documents (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 and its counsel will be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC and Parent and Purchaser will consider in good faith all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Purchaser will (i) provide the Company and its counsel with a copy of any written comments (or a description of any oral comments) received by Parent, Purchaser or their counsel from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, (ii) consult with the Company (and give the Company and its counsel reasonable opportunity to review) regarding any such comments prior to responding thereto, and Parent and Purchaser will consider in good faith all reasonable additions, deletions or changes suggested thereto by the Company and its counsel, and (iii) provide the Company and its counsel with copies of any written comments or responses thereto. Parent and Purchaser will endeavor in good faith to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. Parent and Purchaser agree to take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable law and under the rules and regulations of the SEC and Nasdaq. Parent, Purchaser and the Company agree to will each promptly correct promptly any information provided by any of them for use in the Offer Documents that shall have become becomes false or misleadingmisleading in any material respect, and Parent and Purchaser will further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities lawslaws to give effect to the Offer. (g) Neither Parent nor Purchaser will terminate the Offer without the prior written consent of the Company except pursuant to Article VIII. If this Agreement is terminated pursuant to Article VIII, Purchaser will, and Parent will cause Purchaser to, promptly (and in any event within 24 hours of such termination) terminate the Offer and not acquire any Shares pursuant thereto. If this Agreement is terminated pursuant to Article VIII, 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. (h) Following the Acceptance Date (and the expiration of any Subsequent Offering Period, if applicable), Parent, Purchaser and the Company will cause the Merger to become effective as promptly as practicable.

The Offer. (a) Purchaser shallSubject to the terms and conditions of this Agreement, Acquiror shall mail to the holders of Shares and Exeter shall cause Purchaser tothe holders of Options, commence as soon as practicable and in any event before 11:59 p.m. (Calgary, Alberta time) on October 22, 2007, an offer to purchase all of the Offer as promptly as reasonably practicable after outstanding Shares, including Shares issuable (and that, prior to the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered Expiry Time are actually issued or conditionally issued pursuant to section 2.6 or section 2.7) upon the Offer exercise of Options or pursuant to LTIP Entitlements, on the basis of $50.00 in cash per Share (the “Purchase Price”) which offer shall be made in accordance with this Agreement and Securities Laws and be subject only to the conditions set forth in Annex this Agreement and Schedule A hereto. Purchaser expressly reserves (the right to waive “Offer”, which term shall include any one or more amendments or variations to, or extensions of, such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, thatincluding, without limitation, increasing the prior written consent of consideration, removing or waiving any condition or extending the Companydate by which the Shares may be deposited, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"this Agreement). (b) As promptly as reasonably practicable Within the time periods required by law, Acquiror shall file or furnish or cause to be filed or furnished with the appropriate Securities Authorities an Offer to Purchase and Schedule 13E-3 under the Exchange Act (“Schedule 13E-3”), if applicable, and Takeover Circular and related Transmittal Letter and Notice of Guaranteed Delivery and all other necessary documents pursuant to which the Offer will be made (collectively, the “Offer Documents”). In connection therewith, on the date of commencement within the meaning of Rule 14d-2 under the Exchange Act of the Offer, Purchaser Acquiror shall file or furnish or cause to be filed or furnished 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 Corporation shall provide such information as is reasonably required by Acquiror for inclusion in the Offer Documents (including without limitation such information as is required for the purpose of filing Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase"13E-3, if applicable) 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 ". The Offer Documents"), when filed with Securities Authorities and when mailed to holders of Shares, shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with Securities Laws, subject to any applicable exemptions from such laws granted by a competent regulatory authority. Purchaser The Corporation and the Company agree Acquiror each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents Documents, Schedule TO and Schedule 13E-3, if applicable, if and to the extent that it shall have become false or misleading, misleading in any material respect and Purchaser further agrees to Acquiror shall take all steps necessary to cause the Schedule TOTO and Offer Documents, as so correctedcorrected or supplemented, to be filed with the SEC, appropriate Securities Authorities and the other Offer Documents, as so corrected, Documents to be disseminated to Stockholders, in each case holders of Shares as and to the extent required by applicable federal securities Securities Laws. The Offer Documents shall be prepared in the English language and if required under applicable Securities Laws, the French language in accordance with Securities Laws and other applicable laws. Acquiror shall provide the Corporation with draft copies of the Offer Documents from time to time prior to the mailing thereof, on a confidential basis, and provide the Corporation with a reasonable opportunity to review and provide comments thereon. (c) Acquiror expressly reserves the right, in its sole discretion, to: (i) waive, in whole or in part, any term or condition of the Offer for its benefit provided that if Acquiror takes up and pays for any Shares it shall acquire not less than the Minimum Required Shares; and (ii) amend or change any term or condition of the Offer except that, without the prior written consent of the Corporation, Acquiror shall not (A) reduce the Purchase Price; (B) change the form of consideration payable under the Offer; (C) add to, amend or change any term or condition in a manner that is materially adverse to the holders of Shares in the aggregate; (D) impose additional conditions to the Offer; (E) change the Minimum Required Shares to less than 50.1% of the outstanding Shares or to greater than 662¤3% of the outstanding Shares, in each case exclusive of Shares held by the Acquiror or its Affiliates; provided any extension of the Expiry Time, or other action taken, in accordance with this Agreement shall not be considered adverse. Acquiror shall provide a draft of any proposed amendment, modification or change to the Offer to the Corporation prior to the mailing thereof, on a confidential basis and provide the Corporation with a reasonable opportunity to review and provide any comments thereon. (d) The Offer shall expire on the Initial Expiry Time provided that the Offer may be extended, at the sole discretion of Acquiror, if the conditions thereto set forth in Schedule A are not satisfied or waived on or by the date and terms at which the Offer would otherwise expire in accordance with its terms. Subject to the satisfaction or waiver of the conditions set forth in Schedule A, Acquiror shall within the time periods required by law take up and pay for all Shares validly tendered (and not properly withdrawn) pursuant to the Offer. (e) Acquiror may make the Offer itself or through one or more direct or indirect wholly-owned Subsidiaries of Acquiror, or any combination thereof. In the event that any of those entities makes or participates in the making of the Offer, the term “Acquiror” as used herein shall include all of those entities, other than in Article 8 where the term Acquiror shall not include such entities, and Acquiror shall be jointly and severally liable to the Corporation for each of Acquiror’s obligations hereunder and for any default by any such entity in the performance of any of Acquiror’s obligations hereunder. (f) Acquiror’s obligation to make the Offer as set forth in section 2.1(a) is conditional upon: (i) no Material Adverse Change shall have occurred and be continuing and no circumstance, fact, change, occurrence or event shall have occurred or come into existence that would reasonably be expected to make it impossible to satisfy one or more of the conditions set forth in the Offer at or prior to the Expiry Time, excluding any such circumstance, fact, change, occurrence or event that occurs or comes into existence as a result of any act or omission of Acquiror in breach of its obligations hereunder; (ii) no Fee Event shall have occurred; (iii) this Agreement shall not have been terminated pursuant to section 9.1; (iv) no cease trade order, injunction or other prohibition or other lawful order in Canada or the United States shall be threatened or exist that would preclude Acquiror from making the Offer or taking up or paying for the Shares deposited under the Offer or requiring Acquiror to purchase or offer to acquire any other securities; (v) no Person shall have commenced any action or other proceeding for injunctive relief against the performance of this Agreement or the completion of the Offer which might reasonably be expected to be successful; (vi) the Corporation shall have provided Acquiror with mailing labels, security position listings, non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders referred to in section 2.3(ii) as of the most recent practicable date and shall furnish the Acquiror with such additional available information (including updated lists of holders referred to in section 2.3(ii) and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Acquiror or its agents may reasonably request in communicating the Offer to the holders of record and beneficial holders of the Shares; (vii) the Corporation shall have delivered to Acquiror (for inclusion with the Offer Documents) sufficient copies of the Directors’ Circular contemplated by section 2.3 (setting forth inter alia the determinations and recommendation of the Board of Directors set forth in section 2.2(a) and reflecting the intention of the senior officers and directors referred to in section 2.2(c)); (viii) the Corporation shall have delivered to Acquiror a certificate of the President and Chief Executive Officer and the Executive Vice-President and Chief Financial Officer or other officers of the Corporation acceptable to Acquiror, in such officers’ capacities as officers of the Corporation and not in such officers’ personal capacities, dated within one Business day of the intended mailing, to the effect that, to the best of such officers’ knowledge, the Corporation, as of such date, has complied in all material respects with its covenants and obligations under this Agreement and that the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of such date or, if such is not the case, specifying the basis for such conclusion; and (ix) receipt of all regulatory approvals, clearances, waivers and consents to the making of the Offer which may reasonably be considered as necessary or on the reasonable advice of counsel to Acquiror advisable; the foregoing conditions being for the sole benefit of Acquiror and may be waived in whole or in part by Acquiror at any time. (g) Acquiror shall instruct the depository under the Offer to advise the Corporation on a confidential basis from time to time commencing on the 10th day prior to the Initial Expiry Date, not less frequently than every two Business Days until the day immediately prior to the Expiry Time and thereafter on an hourly basis, if requested by the Corporation and in such manner as the Corporation may reasonably request, as to the number of Shares that have been tendered (and not withdrawn) under the Offer.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article VIII and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Exeter Parent shall cause Purchaser to, use reasonable best efforts to commence (within the Offer meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly as reasonably practicable amended (the “Exchange Act”)) prior to the fifth (5th) Business Day after the date hereof, hereof (but in no event later than July 12the tenth (10th) Business Day after the date hereof, 2002provided that the Company shall be prepared to disseminate to its shareholders its Schedule 14d-9 and Schedule 14f-1 within such time period) the Offer to purchase all outstanding Shares at the Offer Price. The obligation obligations of Purchaser (and of Parent to cause Purchaser) to accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver of those conditions set forth in Annex Exhibit A heretohereto (the “Offer Conditions”). The initial expiration date (the “Initial Expiration Date”) of the Offer shall be the twentieth (20th) Business Day following (and including the day of) the commencement of the Offer. Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any such condition, to increase Offer Condition or modify or amend the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share Offer Price or change the form of the consideration payable in the Offer, or, except pursuant to Section 1.1(b), (iiA) reduce decrease the maximum number of Shares sought pursuant to be purchased in the Offer, (iiiB) impose conditions amend or waive the Minimum Tender Condition (as defined in Exhibit A), (C) add to the Offer in addition to those conditions set forth in Annex A heretoon Exhibit A, (ivD) modify the conditions set forth on Exhibit A in a manner that is adverse to the holders of Shares or (E) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (dexcept as required or permitted by Section 1.1(a)(ii) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"iii). (b) 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) The Merger Agreement provides for the making of the Offer. The Merger Agreement provides that Ford will cause the Purchaser shall, and Exeter shall cause Purchaser to, to commence the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 1215 business days from the public announcement by Ford and Hertz of the Merger Agreement. Subject to applicable SEC regulations, 2002. The obligation of the Purchaser (i) shall not be required to accept for purchase, (ii) may delay the payment Shares tendered pursuant to for, and (iii) may terminate the Offer shall be subject as to any Shares not already paid for if any of the conditions set forth events described in Annex A hereto“The Offer — Conditions of the Offer” occur at any time on or after January 16, 2001. Although the Purchaser has expressly reserves reserved the right to waive any such condition, to increase the price per Share payable in the Offer, and to amend or make any other changes in the terms and conditions of the Offer; provided, however, thatthe Purchaser agreed in the Merger Agreement that it will not, without the prior written consent of the Company, Purchaser shall not Hertz: (i) decrease the price per Share Offer Price or change the form of the consideration payable in the Offer, ; (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose any additional conditions to the Offer from those described below in addition to those set forth in Annex A hereto, (iv) extend “The Offer — Conditions of the Offer, ,” or (viii) change the form of consideration payable in otherwise amend the Offer in a manner that would adversely affect holders of Shares. Hertz has agreed that no Shares held by Hertz or (vi) amend, add any subsidiary of Hertz will be tendered pursuant to or waive any other term the Offer. The “Initial Expiration Date” of the Offer in any manner that would bewill be Midnight on Friday, in any significant respectMarch 2, adverse 2001. The Purchaser has the right to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days Initial Expiration Date in the following the commencement of the Offer, events: (i) from time to time if, at the scheduled Initial Expiration Date (or an extended expiration of the Offerdate, if applicable), any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall Offer have not be been satisfied or waived or waived; (ii) extend the Offer for any period required by any rule, regulation the SEC or interpretation applicable law; (iii) for an aggregate of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five ten business days after (for all such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, extensions) if all of the conditions to the Offer are have been satisfied or waived, then upon waived but the applicable expiration date number of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn is insufficient to result in the Purchaser owning at least 90% of the Shares then outstanding; or (iv) pursuant to an amendment to the Offer and pay providing for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offera “subsequent offering period” not exceeding 20 business days, 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"). (b) 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities lawspermitted under, and in compliance with, Rule 14d-11 of the Exchange Act.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and 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 A hereto (the "Offer Conditions"), Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly soon as reasonably practicable after the date hereof, but and in no any event later than July 12, 2002within five business days from the date hereof. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A heretosatisfaction of the Offer Conditions. Purchaser expressly reserves the right right, in its sole discretion, to waive any such condition, to increase the price per Share payable in the Offer, condition and to make any other changes in the terms and conditions of the Offer; provided, however, provided that, without unless previously approved by the prior written consent of the CompanyCompany in writing, Purchaser shall not (i) decrease Purchaser may not amend or waive the Minimum Condition, (ii) no change may be made which decreases the price per Share payable in the Offer, (iiiii) reduce there shall be no change to the form of consideration payable in the Offer (other than by adding consideration), (iv) there shall be no reduction in the maximum number of Shares to be purchased in the Offer, or (iiiv) impose conditions there shall be no imposition of any condition to the Offer in addition to those set forth in Annex A heretoherein which is materially adverse to holders of the Shares. Purchaser covenants and agrees that, (iv) extend subject to the Offerterms and conditions of this Agreement, (v) change the form of consideration payable in including the Offer or Conditions, it will accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as promptly as reasonably practicable; provided, that (vix) amend, add to or waive any other term at each scheduled expiration date of the Offer in any manner that would be, in any significant respect, adverse prior to the Company or date 90 days from the Stockholders. Notwithstanding the foregoingdate hereof, Purchaser may, without 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, if any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived or waived, Purchaser shall extend the Offer until the date on which such conditions are then reasonably expected by Purchaser to be satisfied, (iiy) Purchaser shall extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the SEC or the staff thereof applicable to the Offer and (z) Purchaser may extend the Offer up to the tenth business day beyond the latest expiration date that would otherwise be permitted under clause (x) or (y) of this sentence. The initial expiration date of the Offer shall be 20 business days from the commencement of the Offer in accordance with applicable law. Subject to the foregoing, it is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by Purchaser or Parent not inconsistent with the terms hereof) 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 after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall file their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer with the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"). (b) 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 14D-1 will contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") Purchase and forms of the related letter of transmittal and any related summary advertisement (the which Schedule TO14D-1, the Offer to Purchase and such other documents, together with all any further supplements and or amendments thereto, being are referred to herein collectively as the "Offer Documents"). Parent, Purchaser and the Company agree each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents that shall have become false or misleadingmisleading in any material respect, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders 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 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 receipt thereof. (c) Notwithstanding any other provision contained herein, the Offer shall terminate upon termination of this Agreement pursuant to Section 8.1.

The Offer. (ai) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, of this Agreement (but in no event later than July 12the tenth (10th) day on which the principal offices of the Securities and Exchange Commission (“SEC”) in Washington, 2002D.C. are open to accept filings (each such day, or, in the case of determining a date when any payment is due, each day (other than Saturday or Sunday) on which banks are open in New York, New York and Paris, France (a “Business Day”) following the date of this Agreement and, without the consent of the Company, not to be unreasonably withheld, conditioned or delayed, in no event earlier than the tenth (10th) Business Day following the date of this Agreement), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to purchase for cash any (subject to the Minimum Tender Condition) and all Shares at the Offer Price. The obligation of Purchaser to accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be is subject only to the terms of this Agreement, including the prior satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex A heretoI (the “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, and/or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time or, from time to time, in its sole discretion, to waive any such condition, to increase Offer Condition or modify or amend the price per Share payable in terms of the Offer, and to make any other changes in including the terms and conditions of the Offer; providedOffer Price, however, except that, without the prior written consent of the Company, Purchaser shall may not (iA) decrease the price per Share Offer Price or change the form of the consideration payable in the Offer, (iiB) reduce decrease the maximum number of Shares sought pursuant to be purchased in the Offer, (iiiC) impose conditions amend, modify, or waive the Minimum Tender Condition, (D) add to the Offer in addition to those set forth in Annex A hereto, (iv) extend Conditions or impose any other conditions on the Offer, (vE) amend or modify the Offer Conditions in a manner adverse to the holders of Shares, (F) extend the Expiration Date of the Offer except as required or permitted by Section 1.1(a)(ii) or (G) make any other change in the form terms or conditions of consideration payable the Offer that is adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Purchaser to consummate the Offer. (viii) amend, add Subject to the terms and conditions of this Agreement and to the satisfaction or waive any other term waiver (to the extent permitted hereunder) by Purchaser of the Offer in Conditions as of any manner that would bescheduled Expiration Date, in Purchaser shall accept for purchase and pay for any significant respect, adverse and all Shares validly tendered and not validly withdrawn pursuant to the Company or Offer promptly after such scheduled Expiration Date (the Stockholdersdate and time of acceptance for payment, the “Acceptance Time”). Notwithstanding Purchaser shall not permit holders of Shares to tender Shares pursuant to the foregoing, Offer pursuant to guaranteed delivery procedures. Purchaser may, without consent of the Company, shall (iA) extend the Offer beyond for one (1) or more periods of time of up to ten (10) Business Days per extension if at any scheduled Expiration Date any Offer Condition is not satisfied and has not been waived (to 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 for payment, extent permitted hereunder) and to pay for, the Shares, shall not be satisfied or waived or (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, or The Nasdaq Global Select Market (“Nasdaq”) applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex Athat, Purchaser shallis not required to, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In additionnot, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser mayunder any circumstances, without the prior written consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under extend the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give Offer beyond the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateOutside Date. The Per Share Amount shall, subject Company shall register (and shall instruct its transfer agent to applicable withholding of taxes, be net to register) the seller in cash, upon the terms and subject to the conditions transfer of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept Shares accepted for payment all Shares validly tendered and not withdrawn pursuant to by Purchaser effective immediately after the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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")Acceptance Time. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC SEC, in accordance with Rule 14d-2 of the Exchange Act, a Tender Offer Statement on Schedule TO (together collectively 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 that includes as exhibits the offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related transmittal, summary advertisement (the Schedule TO, and other ancillary Offer documents and instruments pursuant to which the Offer to Purchase and such other documents, together will be made (collectively with all any supplements and or amendments thereto, being referred to herein collectively as the "“Offer Documents"). Purchaser ”) and the Company agree to correct promptly any information provided by any of them for use in shall disseminate the Offer Documents that shall have become false or misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares, in each case case, as and to the extent required by applicable federal securities lawsLaws. The Company shall furnish promptly to Parent and Purchaser all information reasonably requested by Pxxxxx and Purchaser concerning the Company and the Company’s stockholders that is required by applicable federal securities Laws to be set forth in the Offer Documents. Except from and after a Change of Board Recommendation, Parent and Purchaser shall afford the Company a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Purchaser shall (i) promptly provide the Company and its counsel with a copy of any written comments (and a description of any oral comments) received by Parent, Purchaser or their counsel from the SEC or its staff with respect to the Offer Documents, (ii) consult with the Company regarding any such comments prior to responding thereto and (iii) promptly provide the Company with copies of any responses to any such comments, in each case, except from and after a Change of Board Recommendation. Parent and Purchaser each agree that it shall cause the Schedule TO to comply in all material respects with the Exchange Act. Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Schedule TO. Parent and Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable federal securities Laws. 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 it has become aware that such information has become false or misleading in any material respect. Parent and Purchaser shall take all steps necessary to cause the Offer Documents as so corrected to be promptly filed with the SEC and disseminated to holders of Shares, in each case, as and to the extent required by applicable federal securities Laws. (c) On the terms specified herein and subject to the satisfaction or waiver (to the extent permitted hereunder) of the Offer Conditions, Purchaser shall, and Parent shall cause Purchaser to, irrevocably accept for payment at the Acceptance Time and pay (or cause to be paid) for, all of the Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable (and in any event within one (1) Business Day) after the Acceptance Time. (d) 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 VIII. If this Agreement is terminated pursuant to Article VIII, Purchaser shall terminate the Offer promptly (and in any event within twenty-four (24) hours of such termination of this Agreement pursuant to Article VIII), and Purchaser shall not acquire any Shares pursuant to the Offer. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Article VIII prior to the acquisition of Shares in the Offer, Purchaser shall promptly (and in any event within two (2) Business Days of such termination) return, and shall cause any depositary or other agent acting on behalf of Purchaser to return, in accordance with applicable Law, all Shares tendered into the Offer to the registered holders thereof. (e) The Offer Price will be adjusted appropriately to reflect any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, or readjustment of shares, or any stock dividend or stock distribution occurring (or for which a record date is established) after the date of this Agreement and prior to the Acceptance Time for Shares validly tendered and not validly withdrawn in connection with the Offer so as to provide any holder of Shares validly tendered and not validly withdrawn in the Offer the same economic effect as contemplated by this Agreement; it being understood that nothing in this Section 1.1(e) shall be construed to permit the Company to take any action that is expressly prohibited by the terms of Section 6.1.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with ARTICLE VII, Purchaser shall, shall (and Exeter Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, commence as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase all of the Shares at the Offer Price as promptly as reasonably practicable after the date hereofof this Agreement, but in no event later than July 12, 2002seven (7) Business Days after the initial public announcement of the execution of this Agreement (which initial public announcement shall occur no later than the first (1st) Business Day following execution and delivery of this Agreement). The obligation obligations of Purchaser to accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex A hereto(the “Offer Conditions”). The Offer shall initially expire at 9:00 a.m. (New York City time) on the date that is twenty-one (21) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Purchaser expressly reserves reserve the right to waive waive, in whole or in part, any such conditionOffer Condition, to increase the price per Share payable in the Offer, and Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Purchaser shall not (i) decrease the price per Share payable Offer Price, (ii) change the form of consideration to be paid in the Offer, (iiiii) reduce the maximum number of Shares subject to be purchased in the Offer, (iiiiv) impose conditions to the Offer in addition to those the conditions set forth in Annex A heretohereto or modify or change any Offer Condition in a manner adverse in any material respect, to any Company’s stockholders, (ivv) change, modify or waive the Minimum Condition, (vi) except as otherwise provided in this Section 1.1, extend or otherwise change the expiration date of the Offer, (vvii) change the form of consideration payable in the Offer or (vi) otherwise amend, add to modify or waive supplement any other term of the terms of the Offer in any a manner that would be, adverse in any significant respect, adverse material respect to any Company’s stockholders or (viii) provide any “subsequent offering period” within the Company or meaning of Rule 14d-11 promulgated under the Stockholders. Exchange Act. (b) Notwithstanding the foregoingforegoing Section 1.1(a)(vi), Purchaser may, without consent of the Company, shall (i) if requested in writing by the Company at least one (1) Business Day prior to the applicable Expiration Time, extend the Offer beyond the then-scheduled expiration dateExpiration Time for periods of five (5) Business Days on each such occasion if any Offer Condition has not been satisfied or, which shall be 20 business days following to the commencement of extent permitted by this Agreement, waived, subject, however, to the Offerparties’ respective rights to terminate this Agreement pursuant to ARTICLE VII; provided, if, at that that the scheduled expiration of Company can only request two (2) such extensions if the Offer, any of Offer Condition that has not been satisfied is the conditions to Purchaser's obligation to accept for payment, Minimum Condition and to pay for, the Shares, shall not be satisfied or waived or (ii) extend the Offer for (x) any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "“SEC"), ”) or the staff thereof, thereof or The NASDAQ Stock Market LLC (“NASDAQ”) applicable to the OfferOffer and (y) periods of up to five (5) Business Days per extension until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any foreign antitrust or competition related Laws shall have expired or been terminated; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, furthereach case, that in no event shall Purchaser shall not (1) be required to extend the Offer (A) beyond 30 calendar days after March 18, 2014 (the “Walk-Away Date”) or (B) at any time following the valid termination of this Agreement pursuant to ARTICLE VII and (2) be permitted to extend the Offer beyond the Walk-Away Date without the prior written consent of the Company. (c) Notwithstanding the foregoing Section 1.1(a)(vi) and Section 1.1(b), Purchaser may, in its sole discretion, extend the Offer beyond the Initial Expiration Time for periods of five (5) Business Days on each such initial occasion; if, on or prior to any then-scheduled expiration date. In additionExpiration Time, if all any of the conditions to Purchaser’s obligation to accept for payment and to pay for 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 ARTICLE VII, provided, however, that in no event shall Purchaser (1) be required to extend the Offer are satisfied (A) beyond the Walk-Away Date or waived, then upon (B) at any time following the applicable expiration valid termination of this Agreement pursuant to ARTICLE VII. (d) On or prior to the date of that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not funds necessary 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 that Purchaser becomes so obligated to pay for pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of such applicable expiration datePurchaser’s obligations under this Agreement. Parent and Purchaser shall, and each of Parent and Purchaser shall ensure that all of their respective Affiliates shall, tender any Shares held by them into the Offer. The Per Share Amount Offer Price shall, subject to applicable any withholding of taxesTaxes required under applicable Law, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of The Company agrees that no Shares held by the Company will be tendered to Purchaser pursuant to the Offer. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall, shall (and Exeter Parent shall cause Purchaser to) promptly (and, accept for payment all in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares validly tendered and not withdrawn pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and pay for shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Law, all such tendered Shares promptly following the acceptance of Shares for payment. 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")registered holders thereof. (be) As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "“Schedule TO") with respect to the Offer”). The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") Purchase and forms of the related letter of transmittal and any transmittal, related summary advertisement (the Schedule TO, in respect of the Offer to Purchase and such all other documentsancillary Offer documents (collectively, together with all amendments, supplements and amendments exhibits thereto, being referred to herein collectively as the "“Offer Documents"”). Purchaser and The Company shall use commercially reasonable efforts to promptly provide Parent with all information concerning the Company agree that is required by the Exchange Act to correct promptly any information provided by any of them for use be included in the Offer Documents that shall have become false or misleading, Documents. Parent and Purchaser further agrees agree to take all reasonable steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, Documents to be disseminated to Stockholders, in each case the holders of the Shares as and to the extent required by applicable federal securities lawsLaws. Parent and Purchaser, 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 such information shall be or shall have become false or misleading in any material respect, and Parent and Purchaser 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 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 Offer Documents before they are filed with the SEC and disseminated to holders of Shares. In addition, Parent and Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or 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, 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. 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.

The Offer. (a) Purchaser shall, and Exeter Purchasers shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than May 28, 2008. Purchasers shall hold the Offer open for a minimum period equal to the longer of (i) 20 business days following the commencement thereof or (ii) until July 128, 20022008. The obligation of Purchaser Purchasers to accept for payment Common Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser Purchasers expressly reserves reserve the right to waive any such condition, to increase the price per Share share payable in the Offer, to extend the offer to provide for "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser Purchasers shall not (i) decrease the price per Share share payable in the Offer, (ii) reduce the maximum number of Common Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (viv) amend, add to or waive any other term or condition of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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 dateShareholders. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the seller in cash, and shall be reduced by the per share distributions, if any, declared and payable by the Company to Shareholders from and after the date hereof until the expiration of the Offer, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser Purchasers shall, and Exeter shall cause Purchaser tosubject to pro-ration, accept for payment all Common Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Common Shares promptly following the acceptance of Common Shares for paymentpayment in accordance with applicable Law and any rule, regulation or interpretation of the SEC. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser Purchasers expressly reserves reserve the right to delay payment for Common Shares in order to comply the extent required for compliance 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"). (b) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser Purchasers 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"). Purchaser Purchasers 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 Purchaser Purchasers further agrees 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 StockholdersShareholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) (i) Subject to the terms and conditions of this Agreement (and provided that this Agreement shall not have been terminated in accordance with Article VIII), Purchaser shall, and Exeter Parent shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, of this Agreement (but in no event later than July 12December 22, 20022020), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to purchase for cash any (subject to the Minimum Tender Condition) and all Shares at the Offer Price; provided, that if, at the time Purchaser intends to commence the offer, the Company is not prepared to file with the Securities and Exchange Commission (the “SEC”) and to disseminate to holders of Shares the Schedule 14D-9, Purchaser may, but until such time as the Company is so prepared, shall not be obligated to, commence the Offer. The obligation of Purchaser to accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex A heretoI (the “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, and/or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time or from time to time, in its sole discretion, to waive any such condition, to increase Offer Condition or modify or amend the price per Share payable in terms of the Offer, and to make any other changes in whole or in part, including the terms and conditions of the Offer; providedOffer Price, however, except that, without the prior written consent of the Company, Purchaser shall may not (iA) decrease the price per Share Closing Amount or amend the terms of the CVR or the CVR Agreement, (B) change the form of the consideration payable in the Offer, (iiC) reduce decrease the maximum number of Shares sought pursuant to be purchased in the Offer, (iiiD) impose amend or waive the Minimum Tender Condition, (E) add to the conditions set forth on Annex I, (F) modify the conditions set forth on Annex I in a manner adverse to the holders of Shares, (G) extend the Expiration Date of the Offer except as required or permitted by Section 1.1(a)(ii) or (H) make any other change in the terms or conditions of the Offer that is adverse to the holders of Shares. (ii) Subject to the terms and conditions of this Agreement and to the satisfaction or waiver (to the extent permitted hereunder) by Purchaser of the Offer Conditions as of any scheduled Expiration Date, Purchaser shall accept for purchase and pay for any and all Shares validly tendered and not validly withdrawn pursuant to the Offer in addition promptly after such scheduled Expiration Date (the date and time of acceptance for payment, the “Acceptance Time”). Purchaser shall not permit holders of Shares to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in tender Shares pursuant to the Offer or pursuant to guaranteed delivery procedures. Purchaser shall (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (iA) extend the Offer beyond for one (1) or more periods of time of up to ten (10) Business Days per extension if at any scheduled Expiration Date any Offer Condition (other than the scheduled expiration date, which shall be 20 business days following Minimum Tender Condition) is not satisfied and has not been waived (to the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, extent permitted hereunder) and to pay for, the Shares, shall not be satisfied or waived or (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, or The Nasdaq Stock Market LLC (“Nasdaq”) applicable to the Offer; provided, howeverthat, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of Purchaser is not required to extend the Offer is a condition set forth in paragraph beyond the Outside Date. In addition, if at the otherwise scheduled Expiration Date, each Offer Condition (dother than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Purchaser may elect to (e) of Annex Aand if so requested by the Company, Purchaser shall) extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, so long as the breach can determined by Purchaser), but not more than (10) ten Business Days each (or for such longer period as may be cured agreed to by Parent and the Company); provided, that the Company is vigorously attempting to cure such breachshall not request Purchaser to, and Purchaser shall not, extend the Offer from time pursuant to time until five business days after such breach is curedthis sentence on more than three (3) occasions; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the prior written consent of the Company, provide "subsequent offering periods," as such term is defined inand shall not be required to, and in accordance with, Rule 14d-11 under extend the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give Offer beyond the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateOutside Date. The Per Share Amount shall, subject Company shall register (and shall instruct its transfer agent to applicable withholding of taxes, be net to register) the seller in cash, upon the terms and subject to the conditions transfer of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept Shares accepted for payment all Shares validly tendered and not withdrawn pursuant to by Purchaser effective immediately after the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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")Acceptance Time. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together collectively 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 that includes as exhibits the offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, and other ancillary documents and instruments pursuant to which the Offer to Purchase and such other documents, together will be made (collectively with all any supplements and or amendments thereto, being referred to herein collectively as the "“Offer Documents"). Purchaser ”) and the Company agree to correct promptly any information provided by any of them for use in shall disseminate the Offer Documents that shall have become false or misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares, in each case case, as and to the extent required by applicable federal securities lawsLaws. The Company shall furnish promptly to Parent and Purchaser all information reasonably requested by Parent and Purchaser concerning the Company and required by applicable federal securities Laws to be set forth in the Offer Documents. Except from and after a Change of Board Recommendation, Parent and Purchaser shall (i) afford the Company a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, (ii) promptly provide the Company and its counsel with a copy of any written comments (and a description of any oral comments) received by Parent, Purchaser or their counsel from the SEC or its staff with respect to the Offer Documents, (iii), consult with the Company regarding any such comments prior to responding thereto and (iv) promptly provide the Company with copies of any written responses to any such comments. Each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Offer Documents as well as any material omissions from the Offer Documents if and to the extent that it has become aware that such information has become false or misleading in any material respect. Parent and Purchaser shall take all steps necessary to cause the Offer Documents as so corrected to be promptly filed with the SEC and disseminated to holders of Shares, in each case, as and to the extent required by applicable federal securities Laws. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. (d) 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 VIII. If this Agreement is terminated pursuant to Article VIII, Purchaser shall terminate the Offer promptly (and in any event within twenty-four (24) hours of such termination of this Agreement pursuant to Article VIII), and Purchaser shall not acquire any Shares pursuant to the Offer. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Article VIII prior to the acquisition of Shares in the Offer, Purchaser shall promptly (and in any event within two (2) Business Days of such termination) return, and shall cause any depositary or other agent acting on behalf of Purchaser to return, in accordance with applicable Law, all Shares tendered into the Offer to the registered holders thereof. (e) The (i) Offer Price and (ii) Merger Consideration will be adjusted appropriately to reflect any reclassification, recapitalization, division or subdivision of shares, consolidation of shares, stock split (including a reverse stock split), or combination, exchange, or readjustment of shares, or any stock dividend or stock distribution occurring (or for which a record date is established) or other similar transaction after the date of this Agreement and prior to (A) the payment by Purchaser for Shares validly tendered and not validly withdrawn in connection with the Offer (with respect to the Offer Price) or (B) the Effective Time (with respect to the Merger Consideration). (f) Parent shall, and shall cause the Trustee to, at or prior to the Acceptance Time, duly authorize, execute and deliver the CVR Agreement.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable practicable, but in any event within five Business Days after the date hereof, but in no event later than July 12, 2002of the Merger Agreement. The obligation of Purchaser to accept for payment payment, and pay for, Shares tendered pursuant to the Offer shall be is subject to the satisfaction of the Minimum Condition and certain 22 Table of Contents other conditions set forth that are described in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions Section 15 — “Certain Conditions of the Offer; provided, however, .” The Purchaser has agreed that, without the prior written consent of the Company, Purchaser shall not no change in the Offer may be made which (i) decrease decreases the price per Share payable in the Offeroffer price, (ii) reduce changes the maximum number form of Shares to be purchased consideration payable in the Offer, (iii) impose reduces the maximum number of Shares sought to be purchased in the Offer or the Minimum Condition, (iv) modifies or adds conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend Section 15 — “Certain Conditions of the Offer, ” (other than to waive any such condition to the extent permitted by the Merger Agreement) or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive amends any other term of the Offer in any a manner that would be, in any significant respect, adverse to the Company holders of the Shares. The Merger Agreement provides that if any of the tender offer conditions are not satisfied or waived by the Stockholders. Notwithstanding Purchaser as of any then scheduled expiration time for the foregoingOffer, then the Purchaser may, without consent of from time to time in its sole discretion, extend the Company, (i) extend expiration time for the Offer beyond the scheduled latest expiration date, which shall date that would otherwise be 20 business days following permitted under the commencement of Merger Agreement (but not beyond the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay forTermination Date). In addition, the Shares, shall not be satisfied or waived or (ii) Purchaser: • may extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the its staff thereof, applicable to the Offer; provided• may, however, that and if the sole condition remaining unsatisfied on Company so requests, the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as provide for a “subsequent offering period” in accordance with Rule 14d-11 of the breach can be cured and the Company is vigorously attempting to cure such breach, Exchange Act; • may extend the Offer from time to time until five for 10 business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the latest applicable expiration date otherwise permitted under the Merger Agreement (but not beyond the Termination Date) if at least 90% of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period outstanding shares have 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly been tendered and not withdrawn pursuant to the Offer or if there has been a commencement of a war or other national calamity (including terrorist activity) directly involving the United States; and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and • shall, subject to its right to terminate the Merger Agreement in accordance with its terms, be required to extend the Offer after the latest applicable rules expiration date of the SEC and Offer if any of the terms and conditions events set forth in subsections (a), (b) or (d) described in Section 15 — “Certain 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"). (b) 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"). 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, occurred and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, be continuing unless such conditions could not reasonably be expected to be filed with satisfied or waived by the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities lawsTermination Date.

The Offer. (a) The Merger Agreement provides that Purchaser shall, and Exeter shall cause Purchaser to, will commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later more than July 12ten business days) after the date of the Merger Agreement and that, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to on the Offer shall be terms and subject to the conditions set forth in Annex A heretothe Merger Agreement and the Offer, Purchaser will, at or as promptly as practicable following the Expiration Time (but in any event within one business day thereafter), irrevocably accept for payment, and, promptly following acceptance for payment, pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer. Unless the Offer is extended pursuant to and in Table of Contents accordance with the Merger Agreement, the Offer will expire at midnight, New York time, at the end of the day on September 30, 2020, which is the date that is 20 business days after the date the Offer is first commenced. In the event that the Offer is extended pursuant to and in accordance with the Merger Agreement, then the Offer will expire on the date and at the time to which the Offer has been so extended. The obligations of Purchaser to irrevocably accept for payment and pay for Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the satisfaction or, if permissible under applicable law, waiver of the Offer Conditions described in Section 15—“Conditions to the Offer”. Purchaser expressly reserves the right to waive any such condition, to increase of the price per Share payable in the Offer, Offer Conditions and to make any other changes change in the terms and of or conditions of to the Offer; provided, however, that. However, without the prior written consent of the CompanyMomenta, Purchaser shall not (i) decrease may not: • waive or modify the price per Share payable Minimum Condition, the Antitrust Condition or the Restraint Condition; • make any change in the Offer, (ii) reduce the maximum number terms of Shares to be purchased in the Offer, (iii) impose or conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change that: • changes the form of consideration payable to be paid in the Offer; • decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer or (vi) amendthe Expiration Time, add except as permitted or required by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions, as described in Section 15—“Conditions to the Offer”; or waive • amends any other term or condition of the Offer in any manner that would be, in any significant respect, is adverse to the Company Momenta stockholders. The Merger Agreement contains provisions that govern the circumstances in which Purchaser is required or permitted to extend the StockholdersExpiration Time. Unless the Merger Agreement has been terminated in accordance with its terms: • Purchaser must extend the Offer for the minimum period required by any law or order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ that is applicable to the Offer; • in the event that any of the Offer Conditions, as described in Section 15—“Conditions to the Offer”, other than the Minimum Condition, are not satisfied or waived as of the time the Offer is scheduled to expire, Purchaser may (and, if requested by Momenta, is required to) extend the Offer for one or more successive extension periods of up to 15 business days each (or any longer period as may be approved in advance by Momenta) in order to permit the satisfaction of all of the conditions to the Offer; and • in the event that all of the Offer Conditions, as described in Section 15—“Conditions to the Offer”, have been satisfied or waived, except that the Minimum Condition has not been satisfied, as of the time the Offer is scheduled to expire, Purchaser may (and, if requested by Momenta, is required to) extend the Offer for one or more successive extensions of ten business days each or any longer period as may be approved in advance by Momenta (provided that Purchaser is not required in these circumstances to extend the Offer on more than three occasions, but may, in its sole discretion, elect to do so). Notwithstanding the foregoing, Purchaser may, without 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 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; providedis not, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration datethe Termination Date (as defined below in the subsection “—Termination”). In addition, if all of the conditions to event that the Offer are satisfied or waived, then upon the applicable expiration date of the OfferMerger Agreement is validly terminated, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, will irrevocably and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to unconditionally terminate the Offer and pay for promptly return all such tendered Shares promptly following the acceptance of Shares for payment. 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")registered holders thereof. (b) 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser shallProvided that this Agreement shall not have been terminated in accordance with Section 9.1, and Exeter shall cause Purchaser tosubject to the provisions of this Agreement, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Parent and the Company of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer. The offer to purchase which is sent to the Company's shareholders in connection with the Offer shall provide for an initial expiration date for the Offer (the "Expiration Date"") of 20 business days (as defined in Rule 14d-1 under the Exchange Act) from the date of commencement of the Offer. The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto. Purchaser expressly reserves (the right "Offer Conditions") (all of which are for the benefit of, and may be asserted by Sub regardless of the circumstances giving rise to waive any such conditioncondition and any of which may be waived in whole or in part by Sub in its sole discretion, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, provided that, without the prior written consent of the Company, Purchaser Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose any conditions to the Offer in addition to those set forth in Annex A heretothe Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent not prohibited by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive make any other term change or modification in any of the terms of the Offer in any manner that would be, in any significant respect, is adverse to the Company or the Stockholdersholders of Shares. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond Offer, if at the scheduled Expiration Date or extended expiration date, which shall be 20 business days following the commencement date of the Offer, if, at the scheduled expiration of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied Offer and (iii) on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) one or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breachmore occasions, extend the Offer from time for a period of up to time until five an aggregate of 15 business days after such breach is cured; providedif, further, that Purchaser shall not be required to extend on a scheduled expiration date on which the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are Conditions shall have been satisfied or waived, then upon the applicable expiration date number of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares that have been validly tendered and not withdrawn pursuant to the Offer, when taken together with the Shares owned by Parent, Sub or an Affiliate thereof do not constitute at least 80% of the then issued and outstanding Shares. Parent and Sub agree that Sub shall not terminate the Offer between scheduled expiration dates (except in the event that this Agreement is terminated pursuant to Section 9.1) and pay for all such Shares promptly following that, in the acceptance of Shares for payment. Notwithstanding event that Sub would otherwise be entitled to terminate the immediately preceding sentence and subject Offer at any scheduled expiration date thereof due to the applicable rules failure of one or more of the SEC Offer Conditions, unless this Agreement shall have been terminated pursuant to Section 9.1, Sub shall, and Parent shall cause Sub to, extend the Offer until such date as the Offer Conditions have been satisfied or such later date as required by applicable law; provided, however, that nothing herein shall require Sub to extend the Offer beyond the Outside Date; provided, further, that neither Parent nor Sub shall be obligated to make any such extension if, in the reasonable belief of Parent or Sub, as applicable, all Offer Conditions are not capable of being satisfied prior to the Outside Date. Subject to the terms and conditions of the OfferOffer and this Agreement, 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"). (b) 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"). 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 misleadingSub shall, and Purchaser further agrees to take all steps necessary to Parent shall cause the Schedule TOSub to, as so correctedaccept for payment and pay for, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.all

The Offer. (a) Purchaser shallProvided that (i) this Agreement shall not have been terminated in accordance with Section 11.01 and (ii) the Company shall have complied with its obligations under Section 2.02, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 1210 Business Days following the date of this Agreement, 2002Merger Subsidiary shall, and Parent shall cause it to, commence (within the meaning of Rule 14d-2 under the 0000 Xxx) the Offer to purchase for cash all of the outstanding Shares at the Offer Price. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the Minimum Condition (as defined in Annex I) and the satisfaction, or waiver by Parent or Merger Subsidiary, of the other conditions set forth in Annex A heretoI hereto (together with the Minimum Condition, the “Offer Conditions”). Purchaser The date on which Merger Subsidiary commences (within the meaning of Rule 14d-2 under the 0000 Xxx) the Offer is referred to as the “Offer Commencement Date”. (b) Parent and Merger Subsidiary expressly reserves reserve the right to waive any such condition, to increase of the price per Share payable in the Offer, Offer Conditions and to make any other changes change in the terms and of or conditions of to the Offer, including raising the Offer Price; provided, however, provided that, without the prior written consent of the CompanyCompany or unless otherwise expressly contemplated by this Agreement, Purchaser shall not neither Parent nor Merger Subsidiary shall: (i) decrease waive or change the price per Share payable in the Offer, Minimum Condition; (ii) reduce decrease the maximum number of Shares to be purchased in the Offer, Offer Price; (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable to be paid in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend the expiration date of the Offer or except as otherwise provided herein; or (vi) impose additional Offer Conditions or otherwise amend, add to modify or waive supplement any other term of the Offer Conditions or terms of the Offer in any a manner that would beadversely affects the holders of the Shares. (c) Unless extended as provided in this Agreement, the Offer shall expire at midnight (New York City time) on the date that is 20 Business Days (calculated as set forth in any significant respectRule 14d-1(g)(3) under the 0000 Xxx) after the Offer Commencement Date (the “Initial Expiration Date”) or, adverse if the Initial Expiration Date has been extended in accordance with this Agreement, the time and date to which the Company Offer has been so extended (the Initial Expiration Date, or such later time and date to which the StockholdersInitial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). Notwithstanding the foregoing, Purchaser may, without 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 for paymentMerger Subsidiary shall, and to pay forParent shall cause it to, the Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof or Nasdaq applicable to the Offer; providedOffer or for any period otherwise required by Applicable Law, however(ii) if, that if the sole condition remaining unsatisfied on the initial or prior to any then scheduled expiration date Expiration Date, any of the Offer is a condition conditions set forth in paragraph clauses (e) through (h) on Annex I have not been satisfied and have not been waived, then Merger Subsidiary shall, and Parent shall cause it to, upon the written request of the Company no less than one Business Day prior to any then scheduled Expiration Date, extend the Offer, up to an aggregate of 20 Business Days (whether in one or more periods as so requested by the Company), in order to permit the satisfaction of such conditions and (iii) if, on or prior to any then scheduled Expiration Date, any of the conditions set forth in clauses (a) through (d) or (e) of on Annex AI have not been satisfied and have not been waived, Purchaser then Merger Subsidiary shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser Parent shall not be required cause it to extend the Offer beyond 30 calendar days after for one or more periods ending no later than the End Date to permit the satisfaction of such initial scheduled expiration dateconditions. In addition, if all of the conditions The Offer may be terminated prior to the Offer are satisfied or waivedthen scheduled Expiration Date, then upon but only if this Agreement is validly terminated in accordance with Article 11. If this Agreement is validly terminated pursuant to Article 11, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) promptly (and in any event within two Business Days of such termination), irrevocably and unconditionally terminate the applicable expiration date Offer. If this Agreement is validly terminated prior to the acceptance for payment of Shares in the Offer, Purchaser mayMerger Subsidiary shall promptly return, without and shall cause any depositary acting on behalf of Merger Subsidiary to return, in accordance with Applicable Law, all tendered Shares to the consent of registered holders thereof. Notwithstanding the foregoing, Merger Subsidiary shall, if requested by the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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 a subsequent offering period (and one or more extensions thereof) (“Subsequent Offering Period”) of up to 20 Business Days, in accordance with Rule 14d-11 of the 1934 Act, if, at the commencement of the Subsequent Offering Period, (x) the Short Form Threshold has not been reached and (By) the Top-Up Option is not exercisable hereunder in accordance with its terms. Subject to the terms and conditions of this Agreement and the Offer, Merger Subsidiary shall, and Parent shall cause it to, immediately accept for payment and promptly pay for all Shares as they are validly tendered as of during such applicable expiration dateSubsequent Offering Period and in any event in compliance with Rule 14d-11 and Rule 14e-1(c) promulgated under the 1934 Act. The Per Share Amount shall, subject Offer Documents will provide for the possibility of a Subsequent Offering Period in a manner consistent with the terms of this Section 2.01(c). (d) Subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject conditions set forth in this Agreement and to the conditions satisfaction of the Offer. Upon expiration Minimum Condition and the satisfaction or waiver of the Offerother Offer Conditions, Purchaser Merger Subsidiary shall, and Exeter Parent shall cause Purchaser it to, as promptly as practicable after Merger Subsidiary is legally permitted to do so under Applicable Law, accept for payment and pay for all Shares 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”). The obligation of Merger Subsidiary to accept for payment and pay for all such Shares promptly following tendered pursuant to the acceptance Offer shall be subject only to the satisfaction of Shares for payment. Notwithstanding the immediately preceding sentence Minimum Condition and the satisfaction or waiver of each of the other Offer Conditions (and shall not be subject to any other conditions). The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant 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 Offer shall be effected paid net to the seller in compliance with Rule 14e-1(c) under the Securities Exchange Act cash, without interest, less any withholding of 1934, as amended (the "Exchange Act")Taxes required by Applicable Law. (be) As promptly soon as reasonably practicable on the date of commencement of the OfferOffer Commencement Date, Purchaser 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"”) with respect to that shall include 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 TOterm sheet required thereby and, as exhibits, the Offer to Purchase Purchase, a form of letter of transmittal, a form of summary advertisement and such other documentsany schedule or form required to be filed pursuant to the Instructions to Schedule TO (collectively, together with all any amendments or supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents"”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law (including the 1934 Act). Purchaser The Offer shall be conducted in compliance with Applicable Law (including the 1934 Act). (f) Parent and Merger Subsidiary shall cause the Offer Documents to (i) comply with the applicable requirements of the 1934 Act and (ii) 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, no covenant is made by Parent or Merger Subsidiary with respect to information supplied by the Company for inclusion in the Offer Documents. Parent and Merger Subsidiary shall cause the information supplied by Parent and its Affiliates specifically for inclusion in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) or the information statement containing the information required by Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder (together with any amendments or supplements thereto, the “Information Statement”), at the respective times the Schedule 14D-9 or the Information Statement are filed with the SEC not to 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, Merger Subsidiary and the Company agree agrees promptly to correct promptly any information provided by any of them it for use in the Schedule TO and the Offer Documents Documents, if and to the extent that such information shall have become (or shall have become known to be) false or misleading, misleading in any material respect or as otherwise required by Applicable Law. Parent and Purchaser further agrees to take all steps necessary to Merger Subsidiary shall cause the Schedule TO, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities lawsApplicable Law (including the 1934 Act). 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 document is filed with the SEC, and Parent and Merger Subsidiary shall give due consideration to any reasonable comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with (i) copies of any written comments or other communications, and shall inform them of any oral communications, 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 due consideration shall be given to reasonable comments). Each of Parent and Merger Subsidiary shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (g) Parent shall cause to be provided to Merger Subsidiary all of the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer (including pursuant to any Subsequent Offering Period), and shall cause Merger Subsidiary to perform, on a timely basis, all of Merger Subsidiary’s obligations under this Agreement. (h) Nothing in this Section 2.01 shall affect any termination rights in Section 11.01.

The Offer. (a) Provided that none of the events set forth in Annex A hereto shall have occurred and be continuing, Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that shall constitute two-thirds 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 Section 4.03) and other than any Shares issuable upon the exercise of any options in respect of which the Purchaser has received an agreement from the option holder not to exercise such option until after the record date for any meeting of the stockholders of the Company for the purpose of considering and taking action on this Agreement and the Transactions) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease that no change may be made which decreases the price per Share payable in the Offer, (ii) reduce Offer or which reduces the maximum number of Shares to be purchased in the Offer, (iii) impose Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without the consent of the 11 7 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 for payment, and to pay for, the payment Shares, shall not be satisfied or waived 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; provided, howeveror (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 (ii) of this sentence, that if if, as of such date, all of the sole condition remaining unsatisfied 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 equals 80% or more, but less than 90%, of outstanding Shares on a fully diluted basis. In addition, if, on the initial scheduled expiration date of the Offer Offer, the sole condition remaining unsatisfied is a condition set forth in paragraph the failure of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (d) the "HSR Act"), to have expired or (e) of Annex Abeen terminated, then, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, shall extend the Offer from time to time until five the earlier to occur of (i) June 30, 2000 and (ii) the fifth business days day after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all or termination of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 waiting period under the Exchange HSR 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept pay for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for paymentpayment 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 Lawslaws. 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 (the "Merger Consideration") 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 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, 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 12 8 provided by any of them for use in the Offer Documents that shall have become false or misleading, and Parent and Purchaser further agrees 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 Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shallshall commence, and Exeter Parent shall cause Purchaser toto commence, commence within the meaning of Rule 14d-2 under the Exchange Act, the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment and pay for Shares and/or Warrants tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Per Share payable in Amount and/or the Offer, Per Warrant Amount and to make any other changes in the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that, without the prior written consent of the CompanySpecial Committee, Purchaser shall will not (i) decrease the price per Per Share payable in Amount or the OfferPer Warrant Amount, (ii) reduce the maximum number of Shares or Warrants to be purchased in the Offer, (iii) impose change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer in addition to those set forth in Annex A hereto, (ivv) extend the expiration date of the Offer beyond the twentieth business day following commencement thereof; PROVIDED, HOWEVER, Purchaser may extend the expiration date of the Offer, (vA) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 if the conditions to 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 set forth in Annex A have not been satisfied and (B) to the extent necessary to respond to comments on the Offer Documents (as defined below) from the United States Securities and Exchange Commission (the "SEC"), ) or (vi) make any other change in the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date terms or conditions of the Offer which is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions materially adverse to the Offer are satisfied holders of Shares or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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 dateWarrants. The Per Share Amount and the Per Warrant Amount shall, subject to any applicable withholding of taxes, be net to the each seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Subject to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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 shall, and Parent shall cause Purchaser to, accept for 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 1934and pay, as amended (promptly as practicable after expiration of the "Exchange Act")Offer, for all Shares and Warrants validly tendered and not properly withdrawn. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Purchaser shall file with the SEC (i) a Tender Offer Statement on Schedule TO 14D-1, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule TOSCHEDULE 14D-1") ), with respect to the OfferOffer and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3, including all exhibits thereto (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 TO 14D-1 and the Schedule 13E-3 shall contain or shall incorporate by reference an offer to purchase (the "Offer to PurchaseOFFER TO PURCHASE") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO14D-1, the Schedule 13E-3, the Offer to Purchase Purchase, the related letter of transmittal and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). Parent, Purchaser and the Company agree to shall correct promptly any information provided by any of them for use in the Offer Documents that which shall have become false or misleading, and Parent and Purchaser further agrees to shall take all steps necessary to cause the Schedule TO14D-1 and the Schedule 13E-3, as so corrected, to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares and Warrants, in each case as and to the extent required by applicable federal securities lawslaw. The Company, the Special Committee and their respective 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 shall provide the Company, the Special Committee and their respective counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and its counsel shall provide the Company, the Special Committee and their respective counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Offer Documents, the Transactions or this Agreement. In the event that Parent or the Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to respond promptly to such comments and take all other actions necessary to resolve the issues raised therein. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment, and pay for, any Shares and/or Warrants that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provided for the commencement of the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12August 3, 20022011. The obligation of Purchaser to accept for payment Shares tendered pursuant Subject to the Offer shall be subject to applicable rules and regulations of the conditions set forth in Annex A hereto. Purchaser SEC, Parent expressly reserves the right from time to time, except as set forth elsewhere in this Offer to Purchase, in its sole discretion, to waive any such condition, condition to increase the price per Share payable in the Offer, and increase the Per Share Amount or to make any other changes in the terms and conditions of the Offer; provided. However, however, we have agreed in the Merger Agreement that, without the prior written consent of the Company, Purchaser shall we will not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number Per Share Amount, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions to the Offer set forth in Section 15—"Conditions to the Offer" or modify or change any such condition in a manner adverse in any material respect to any stockholders of Shares to be purchased the Company, (v) except as provided in the Merger Agreement, extend or otherwise change the expiration date of the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (vvi) change the form of consideration payable in the Offer Offer, or (vivii) otherwise amend, add to modify or waive supplement any other term of the terms of the Offer in any a manner that would be, adverse in any significant respect, adverse material respect to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent any stockholders of the Company. There is no financing condition to the Offer. The Merger Agreement provides that unless the Merger Agreement is terminated in accordance with its terms, we shall (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 Expiration Date from time to time for successive periods not to exceed 10 business days following in each instance (or such longer period to which the commencement of the Offer, if, at the scheduled expiration of the Offer, Company reasonably agrees) if any of the conditions to Purchaser's our obligation to accept for paymentpurchase Shares set forth in Section 15—"Conditions to the Offer" is not satisfied (or, and to pay forin our sole discretion, waived) on or before the Shares, shall not be satisfied or waived Expiration Date; or (iiB) extend the Offer Expiration Date for any period required by any ruleapplicable law, regulation interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), the staff of the SEC (the "SEC Staff") or the staff thereof, New York Stock Exchange (the "NYSE") applicable to the OfferOffer requires such extension; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateJanuary 31, 2012 (the "Outside Date"). In addition, the Merger Agreement provides that if all the Shares we acquire in the Offer (together with Shares owned of record by Parent, the Purchaser and their direct and indirect subsidiaries) represent less than 90% of the conditions to then-outstanding Shares, we may, in our sole discretion, extend the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "for a subsequent offering periods," as period of not more than 10 business days or such term is defined in, and longer period to which the Company reasonably agrees in accordance with, with Rule 14d-11 under the Exchange Act. Pursuant to the Merger Agreement, for the Company granted to Purchaser an aggregate period irrevocable option (the "Top-Up Option"), to purchase at a price per share equal to the Per Share Amount up to that number (but not less than that number) of newly issued Shares (the "Top-Up Shares") equal to exceed twenty (20) business days (for all such extensions) the lowest number of Shares that, when added to the number of Shares owned, directly or indirectly, by Parent or Purchaser and Purchaser their respective subsidiaries at the time of exercise of the Top-Up Option, shall constitute no less than one share more than 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Shares. The Top-Up Option shall be exercisable only once, in whole but not in part, at any time following the closing of the Offer and prior to the earlier to occur of (A) give the required notice of such subsequent offering period Effective Time and (B) the termination of the Merger Agreement in accordance with its terms; provided, however, that (i) upon exercise of the Top-Up Option, the number of Shares owned, directly or indirectly, by Parent or Purchaser and their respective subsidiaries shall constitute no less than one share more than 90% of the number of Shares that will be outstanding immediately accept after the issuance of the Top-Up Shares; (ii) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and promptly pay for all Shares tendered as unissued or held in the treasury of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding the Company at the time of taxes, be net exercise of the Top-Up Option (giving effect to the seller in cashShares issuable pursuant to all then-outstanding stock options, upon restricted stock units and any other rights to acquire Shares as if such Shares were outstanding), (iii) at the terms and subject to the conditions time of the Offer. Upon expiration of the Offerexercise, Purchaser shall, and Exeter shall cause Purchaser to, accept have accepted for payment all Shares validly tendered and not withdrawn pursuant to in the Offer and pay not validly withdrawn, and (iv) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any law or order. At the closing of the purchase of Top-Up Shares, the aggregate purchase price owed by Purchaser to the Company for all such the Top-Up Shares promptly shall be paid to the Company by Purchaser at Purchaser's election, either (i) entirely in cash, by wire transfer of immediately available funds to an account designated by the Company, (ii) by (A) paying in cash by wire transfer of by wire transfer of immediately available funds to an account designated by the Company an amount equal to not less than the aggregate par value of the Top-Up Shares and (B) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price of the Top-Up Shares (the "Promissory Note"), or (iii) by a combination of the methods set forth in the preceding clauses (i) and (ii). The Promissory Note (i) shall bear simple interest at a rate of 5% per annum, (ii) shall mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and Purchaser, (iv) may be prepaid, at any time, in whole or in part, without premium or penalty, and (v) shall have no other material terms. The parties to the Merger Agreement agreed and acknowledged that in any appraisal proceeding to determine the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by the Merger Agreement, to the fullest extent permitted by applicable law, the Surviving Corporation shall not assert that the Top-Up Option, the issuance of the Top-Up Shares or the payment by Purchaser to the Company of any consideration for the Top-Up Shares should be taken into account. See Section 17—"Appraisal Rights." The purpose of the Top-Up Option is to facilitate a short-form merger, in accordance with Delaware law, following completion of the acceptance Offer. The Merger. The Merger Agreement provides that, at the effective time of the Merger (the "Effective Time"), the Purchaser will be merged with and into the Company with the Company being the surviving corporation (the "Surviving Corporation"). Following the Merger, the separate existence of the Purchaser will cease, and the Company will continue as the Surviving Corporation and a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, each Share then held by the Company or any direct or indirect wholly owned subsidiary of the Company (or held in the Company's treasury) or held by Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each Share issued and outstanding immediately prior to the Effective Time (other than other than Shares for payment. Notwithstanding to be canceled in accordance with the immediately preceding sentence and subject to the applicable rules of the SEC any Dissenting Shares (as defined below) shall be canceled and the terms and conditions of the Offer, Purchaser expressly reserves shall be converted automatically into the right to delay payment for Shares receive cash in order an amount equal 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 Per Share Amount (the "Exchange ActMerger Consideration"). (b) As promptly as reasonably practicable on payable, without interest, to the date holder of commencement such Share, upon surrender of the OfferCertificate that formerly evidenced such Share. As of the Effective Time, Purchaser all such Shares shall file no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Shares outstanding immediately prior to the Effective Time held by a holder (if any) who shall have neither voted in favor of the Merger nor consented thereto in writing and who properly demands in writing appraisal for such Shares in accordance with and who complies in all respects with, Section 262 of the DGCL ("Dissenting Shares") shall not be converted into, or represent the right to receive, the Merger Consideration unless such holder fails to perfect or shall have waived, withdrawn or otherwise lost such holder's right to appraisal, if any. At the Effective Time such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such stockholders shall be entitled to receive payment of the fair value of such Dissenting Shares held by them in accordance 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 provisions of Section 262 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities lawsDGCL.

The Offer. (ai) Subject to the terms and conditions of this Agreement (and provided that this Agreement shall not have been terminated in accordance with ARTICLE VIII), on July 13, 2023, Purchaser shall, and Exeter Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer as promptly as reasonably practicable after to purchase for cash any (subject to the date hereofMinimum Tender Condition) and all Shares at the Offer Price; provided that if, at the time Purchaser intends to commence the Offer, the Company is not prepared to file with the U.S. Securities and Exchange Commission (the “SEC”) and to disseminate to holders of Shares the Schedule 14D-9, Purchaser may, but in no event later than July 12until such time as the Company is so prepared, 2002shall not be obligated to, commence the Offer. The obligation of Purchaser to accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex A heretoI (the “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time or from time to time, in its sole discretion, to waive any such condition, to increase Offer Condition or modify or amend the price per Share payable in terms of the Offer, and to make any other changes in whole or in part, including the terms and conditions of the Offer; providedOffer Price, however, except that, without the prior written consent of the Company, Purchaser shall may not (iA) decrease the price per Share Closing Amount or amend the terms of the CVRs or the CVR Agreement except as required or permitted by Section 1.1(e), (B) change the form of the consideration payable in the Offer, (iiC) reduce decrease the maximum number of Shares sought pursuant to be purchased in the Offer, (iiiD) impose amend or waive the Minimum Tender Condition, (E) add to the conditions set forth on Annex I, (F) modify the conditions set forth on Annex I in a manner adverse to the holders of Shares, (G) extend the Expiration Date of the Offer except as required or permitted by Section 1.1(a)(ii) or (H) make any other change in the terms or conditions of the Offer that is adverse to any holders of Shares. (ii) Subject to the terms and conditions of this Agreement and to the satisfaction or waiver (to the extent permitted hereunder) by Purchaser of the Offer Conditions as of any scheduled Expiration Date, Purchaser shall accept for purchase any and all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after such scheduled Expiration Date (the date and time of acceptance for payment, the “Acceptance Time”). The Purchaser shall promptly (and in addition to those any event within three (3) Business Days (calculated as set forth in Annex A heretoRule 14d-1(g)(3) under the Exchange Act)) after the Acceptance Time pay, (iv) extend or cause the Paying Agent to pay, for all Shares validly tendered and not validly withdrawn pursuant to the Offer, (v) change the form . Purchaser shall not permit holders of consideration payable in Shares to tender Shares pursuant to the Offer or pursuant to guaranteed delivery procedures that have not been “received” (vias defined by Section 251(h)(6) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersDGCL). Notwithstanding the foregoing, Purchaser may, without consent of the Company, shall (iA) extend the Offer beyond for one (1) or more periods of time of up to ten (10) Business Days per extension if at any scheduled Expiration Date any Offer Condition (other than the scheduled expiration date, which shall be 20 business days following Minimum Tender Condition) is not satisfied and has not been waived (to the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, extent permitted hereunder) and to pay for, the Shares, shall not be satisfied or waived or (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, or the Nasdaq Global Select Market (“Nasdaq”) applicable to the Offer; provided, however, provided that if the sole condition remaining unsatisfied on the initial scheduled expiration date of Purchaser is not required to extend the Offer is a condition set forth in paragraph beyond the Outside Date. In addition, if at the otherwise scheduled Expiration Date, each Offer Condition (dother than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Purchaser may elect to (e) of Annex Aand if so requested by the Company, Purchaser shall) extend the Offer for one (1) or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, so long as the breach can determined by Purchaser), but not more than ten (10) Business Days each (or for such longer period as may be cured agreed to by Parent and the Company); provided that the Company is vigorously attempting to cure such breachshall not request Purchaser to, and Purchaser shall not be required to, extend the Offer from time pursuant to time until five business days after this sentence on more than two (2) occasions in consecutive periods of ten (10) Business Days each (or such breach is curedlonger or shorter period as the Company and Purchaser may agree in writing); provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the prior written consent of the Company, provide "subsequent offering periods," as such term is defined inand shall not be required to, and in accordance with, Rule 14d-11 under extend the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give Offer beyond the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateOutside Date. The Per Share Amount shall, subject Company shall register (and shall instruct its transfer agent to applicable withholding of taxes, be net to register) the seller in cash, upon the terms and subject to the conditions transfer of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept Shares accepted for payment all Shares validly tendered and not withdrawn pursuant to by Purchaser effective immediately after the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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")Acceptance Time. (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together collectively 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 that includes as exhibits the offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, and other ancillary documents and instruments pursuant to which the Offer to Purchase and such other documents, together will be made (collectively with all any supplements and or amendments thereto, being referred to herein collectively as the "“Offer Documents"). Purchaser ”) and the Company agree to correct promptly any information provided by any of them for use in shall disseminate the Offer Documents that shall have become false or misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares, in each case case, as and to the extent required by applicable federal securities lawsLaws. The Company shall furnish promptly to Parent and Purchaser all information reasonably requested by Xxxxxx and Purchaser concerning the Company and required by applicable federal securities Laws to be set forth in the Offer Documents. Except from and after a Change of Board Recommendation, Parent and Purchaser shall (i) afford the Company a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, (ii) promptly provide the Company and its counsel with a copy of any written comments (and a description of any oral comments) received by Parent, Purchaser or their counsel from the SEC or its staff with respect to the Offer Documents, (iii) consult with the Company regarding any such comments prior to responding thereto and (iv) promptly provide the Company with copies of any written responses to any such comments. Parent and Purchaser shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the requirements of applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Offer Documents as well as any material omissions from the Offer Documents if and to the extent that it has become aware that such information has become false or misleading in any material respect. Parent and Purchaser shall take all steps necessary to cause the Offer Documents as so corrected to be promptly filed with the SEC and disseminated to holders of Shares, in each case, as and to the extent required by applicable federal securities Laws. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. (d) 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 VIII. If this Agreement is terminated pursuant to ARTICLE VIII, Purchaser shall terminate the Offer promptly (and in any event within one (1) Business Day of such termination of this Agreement pursuant to ARTICLE VIII), and Purchaser shall not acquire any Shares pursuant to the Offer. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to ARTICLE VIII prior to the acquisition of Shares in the Offer, Purchaser shall promptly (and in any event within two (2) Business Days of such termination) return, and shall cause any depositary or other agent acting on behalf of Purchaser to return, in accordance with applicable Law, all Shares tendered into the Offer to the registered holders thereof. (e) The (i) Offer Price and (ii) Merger Consideration will be adjusted appropriately to reflect any reclassification, recapitalization, division or subdivision of shares, consolidation of shares, stock split (including a reverse stock split), or combination, exchange, or readjustment of shares, or any stock dividend or stock distribution occurring (or for which a record date is established) or other similar transaction after the date of this Agreement and prior to (A) the payment by Purchaser for Shares validly tendered and not validly withdrawn in connection with the Offer (with respect to the Offer Price) or (B) the Effective Time (with respect to the Merger Consideration). (f) Parent shall, and shall cause the Rights Agent to, at or prior to the Acceptance Time, duly authorize, execute and deliver the CVR Agreement.

The Offer. (a) The Merger Agreement provides that Purchaser shall, and Exeter shall cause Purchaser to, will commence the Offer as promptly as reasonably practicable after and that, upon the date hereofterms and subject to prior satisfaction or waiver of the conditions to the Offer described in Section 13—“Conditions of the Offer” (including, but in no event later than July 12if the Offer is extended or amended, 2002. The obligation the terms and conditions of any extension or amendment), Purchaser to will accept for payment payment, and pay for, all Shares validly tendered pursuant to the Offer shall be subject and not withdrawn prior to the conditions set forth in Annex A heretoExpiration Date. Purchaser expressly reserves the right We are permitted to waive any such condition, to increase the price per Share payable in the Offer(without ZOLL’s consent), and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (ia) extend the Offer beyond the scheduled expiration date, which shall be 20 for one or more periods of time in consecutive increments of up to ten (10) business days following the commencement of the Offerper extension (or such longer periods as may be agreed to by Asahi Kasei, Asahi Kasei Holdings US, Inc., Purchaser and ZOLL) if, at the time the Offer is scheduled expiration of the Offerto expire, any of the conditions to Purchaser's obligation the Offer are not satisfied and have not been waived, until such time as such conditions to accept for payment, the Offer are satisfied and to pay for, the Shares, shall not be satisfied or waived or (iib) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the its staff thereof, applicable to the Offer; provided, however, that (1) if the sole condition remaining unsatisfied on the initial at any such scheduled expiration date of the Offer Offer, the Minimum Tender Condition is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if satisfied but all of the other conditions to the Offer are satisfied or waived, then upon we shall not be required to extend the applicable expiration date Offer for more than twenty (20) business days in the aggregate and (2) we shall not be required to extend the Offer beyond August 15, 2012, which may be extended in certain circumstances to November 15, 2012, or the termination of the Merger Agreement. If fewer than 90% of the Shares are accepted for payment in the Offer, Purchaser maywe may elect to, without the consent and ZOLL may require us to, provide a subsequent offering period upon expiration of the Company, provide "subsequent offering periods," as such term is defined in, and Offer 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 . A subsequent offering period and would be an additional period of time of at least three (B3) immediately accept and promptly pay for all Shares tendered as of such applicable 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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")business days. (b) 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12ten business days after the date of the Merger Agreement, 2002which was February 20, 2008. The obligation obligations of the Purchaser to (and the obligations of Pfizer to cause the Purchaser to) commence the Offer and to accept for payment payment, and pay for, Shares tendered pursuant to the Offer shall be are subject to the satisfaction or waiver of certain conditions set forth that are described in Annex A hereto. Section 15 — “Certain Conditions of the Offer.” The Purchaser expressly reserves the right to increase the Offer Price and to extend the Offer to the extent required by law in connection with such increase, to waive any such condition, condition to increase the price per Share payable in Offer and/or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, except that without the prior written consent of Encysive, the Company, Purchaser shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose waive the Minimum Tender Condition, (iv) add to or modify the conditions to the Offer in addition to those (as set forth in Annex A heretoSection 15 — “Certain Conditions of the Offer”) in any manner adverse to the holders of Shares, (ivv) extend the Offer, except as described herein, (vvi) change the form of the consideration payable in the Offer or (vivii) amend, add to or waive any other term of otherwise amend the Offer in any a manner that would be, in any significant respect, adverse to the Company or holders of Shares. The Merger Agreement provides that the Stockholders. Notwithstanding the foregoing, Purchaser may, without the consent of the CompanyEncysive, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration of the Offer, Expiration Date any of the conditions to Purchaser's the obligation to accept for payment, and to pay for, purchase the Shares, shall Shares have not be been satisfied or waived waived, for one or more periods up to 10 business days each until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if or (iii) extend the sole condition remaining unsatisfied on Offer for one or more periods for an aggregate period of not more than 20 business days beyond the initial scheduled latest expiration date that would otherwise be permitted if, on such Expiration Date, there have not been tendered and not withdrawn that number of Shares that, together with any Shares then owned by Pfizer, would equal more than 90% of the issued and outstanding Shares. If the Purchaser extends the Offer is a pursuant to clause (iii), the Merger Agreement requires the Purchaser to waive during such extension certain conditions to its obligation to purchase the Shares (each condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date Section 15 — “Certain Conditions of the Offer” other than the conditions in paragraphs (a), (b) and (f) thereof, the Minimum Tender Condition and the Regulatory Condition). Notwithstanding the foregoing, the Merger Agreement provides that Pfizer and the Purchaser may, without the consent of the CompanyEncysive, provide "subsequent offering periods," as such term is defined in, and in accordance 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 make available a subsequent offering period and (Ba “Subsequent Offering Period”) immediately accept and promptly pay in accordance with Rule 14d-11 of the Exchange Act for all Shares tendered as of such applicable expiration dateup to 20 business days. The Per Share Amount shallIn addition, subject to applicable withholding Pfizer’s right to terminate the Merger Agreement (described herein under Section 11 — “The Merger Agreement”) in accordance with its terms, (i) if at the initially scheduled Expiration Date, any one or more of taxesthe Minimum Tender Condition, be net to the seller Regulatory Condition or certain other conditions set forth in cashparagraphs (a), upon the terms and subject to the conditions (b), (e) or (f) of Section 15 — “Certain Conditions of the Offer. Upon ” are not satisfied, the Purchaser shall, at the request of Encysive, extend the Offer for up to 10 business days and (ii) if at any extended expiration date of the Offer, the Regulatory Condition or certain other conditions (as set forth in paragraphs (e) or (f) of Section 15 — “Certain Conditions of the Offer”) are not satisfied, at the request of Encysive, Purchaser shall, 16 Table of Contents and Exeter Pfizer shall cause Purchaser to, accept extend the Offer for payment all Shares validly tendered increments of not more than 10 business days until such time as such conditions are satisfied or waived, but in no event beyond August 20, 2008 (the “Outside Date”). Top-Up Option. Encysive granted the Purchaser an assignable and not withdrawn pursuant irrevocable option to purchase from Encysive the number of newly issued shares of Encysive common stock (the “Top-Up Option Shares”) equal to the Offer and pay for all such Shares promptly following number of Shares, when added to the acceptance number of Shares for payment. Notwithstanding the owned by Pfizer and its subsidiaries immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions following consummation 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"). (b) As promptly as reasonably practicable on the date of commencement constitutes one share more than 90% of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO number of Shares then outstanding (together with all amendments and supplements thereto, the "Schedule TO") with respect after giving effect to the Offerissuance of the Top-Up Option Shares) for a cash purchase price per Top-Up Option Share equal to the Offer Price. The Schedule TO maximum number of Shares subject to the Top-Up option shall contain or shall incorporate by reference an offer not exceed the number of Shares equal to purchase (the "Offer to Purchase") and forms 19.9% 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and Shares outstanding immediately prior to the extent required issuance of the Top-Up Option Shares. The exercise of the Top-Up Option by applicable federal securities lawsPurchaser is subject to certain conditions set forth in Section 2.7 of the Merger Agreement.

The Offer. (a) Purchaser shallThe obligation of Sub to, and Exeter shall of Parent to cause Purchaser Sub to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex Exhibit A heretoand to the terms and conditions of this Agreement. Purchaser Sub expressly reserves the right to waive any such conditionconditions to the Offer, to increase the price per Share payable in the Offer, and to extend the duration of the Offer (subject to the limitations set forth in this Section), or to make any other changes in the terms and conditions of the Offer; provided, however, that, that without the prior written consent of the Company's consent, Purchaser shall not no such change may be made which (i) decrease decreases the price per Share payable in the Offer, (ii) reduce reduces the minimum (including by waiver of the Minimum Tender Condition, as defined in Exhibit A) or maximum number of Shares to be purchased in the Offer, (iii) impose imposes conditions to the Offer in addition to those set forth in Annex A heretoExhibit A, (iv) extend the Offer, (v) change changes the form of consideration payable in the Offer or Offer, (viv) amend, add to or waive any other term extends the expiration of the Offer in any manner that would be, in any significant respect, adverse to (the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, "Expiration Date") (i) extend the Offer beyond the scheduled expiration date, which shall will initially be 20 twenty business days following the commencement of the Offer, if, at ) except (A) as required by the scheduled Exchange Act or (B) in the case of any extension of the Offer beyond five business days following the initial expiration of the Offer, unless in Sub's reasonable judgment, it is reasonably likely that during any such extension, any condition set forth in Exhibit A (including the Minimum Tender Condition) which is not satisfied as of the date of such extension will be satisfied during such extension; provided, that, without the Company's consent, the Expiration Date may not be extended pursuant to clause (B) of this sentence beyond twenty business days following the initial expiration of the Offer, or (vi) amends any other material terms of the Offer in a manner materially adverse to the Company's shareholders. Subject to the terms and conditions to Purchaser's obligation to of this Agreement and the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Sub shall, and Parent shall cause Sub 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 all shares of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for all such Shares promptly following for, pursuant to the acceptance Offer as soon as practicable after the expiration of Shares for paymentthe Offer. Notwithstanding In the immediately preceding sentence and event that (i) the Offer is not commenced due to the failure of a condition set forth in Exhibit A or (ii) the Offer is not consummated upon its expiration due to the failure of a condition set forth in Exhibit A, then, subject to the applicable rules of the SEC and the terms and conditions of this Agreement (including Articles VII and VIII hereof), the Offer, Purchaser expressly reserves parties agree to take the right to delay payment for Shares actions set forth in this Agreement in order to comply obtain the Company Shareholder Approval (as defined in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(cSection 4.1(d)) under and effectuate the Securities Exchange Act of 1934, Merger as amended (the "Exchange Act"). (b) 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities lawspracticable.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after the date hereof, (but in no event later than July 12prior to Tuesday, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such conditionAugust 1, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, 2000) Purchaser shall not commence (i) decrease within the price per Share payable in the Offer, (ii) reduce the maximum number meaning of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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) 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) As promptly as reasonably practicable ), the Offer to purchase for cash any and all of the Shares at the Offer Price. Purchaser shall, on the date terms and subject to the prior satisfaction or waiver of commencement the conditions of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with accept for payment and pay for all amendments Shares validly tendered and supplements thereto, the "Schedule TO") with respect not withdrawn pursuant to the OfferOffer as soon as it is legally permitted to do so under applicable law. The Schedule TO Offer shall contain or shall incorporate be 3 made by reference means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and forms the other conditions set forth in Annex A hereto. Purchaser shall not decrease the Offer Price or decrease the number of Shares sought in the Offer, change the form of consideration to be paid for Shares pursuant to the Offer, or amend or add any other term or condition of the related letter Offer (including the conditions set forth in Annex A hereto), in each case, in any manner adverse to the holders of transmittal and any related summary advertisement the Shares without the prior written consent of the Company. The initial expiration date of the Offer shall be the twenty-fifth (25th) business day following the date that the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act (the "Initial Expiration Date"). Notwithstanding the foregoing, Purchaser shall, and Parent agrees to cause Purchaser to, extend the Expiration Date of the Offer from time to time until 60 days from execution of this Agreement if, and to the extent that, at the Initial Expiration Date of the Offer, or any extension thereof, all conditions to the Offer have not been satisfied or waived. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. If, immediately prior to the expiration date of the Offer (as it then may be extended), the Shares tendered and not withdrawn pursuant to the Offer, together with the Shares then owned by Purchaser, constitute less than 90% of the outstanding Shares, Purchaser may extend the Offer for a period not to exceed ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer. (b) As soon as practicable on the date the Offer is commenced, Parent and Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO will include, as exhibits, the Offer to Purchase and such a form of letter of transmittal, summary advertisement and other documentsancillary Offer documents (collectively, together with all any amendments and supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser and the Company agree to correct promptly any information provided by any of them for use in the The Offer Documents that shall have become false or misleading, will comply in all material respects with the provisions of applicable federal securities laws. Each of Parent and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, Offer Documents to be filed with the SEC, SEC and the other Offer Documents, as so corrected, to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false and misleading in any material respect and Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its outside counsel shall be given a reasonable opportunity to review the initial Schedule TO (and any amendments thereto) before it is filed with the SEC. In addition, Parent and Purchaser agree to provide the Company and its counsel in writing with any comments or other communications, whether written or oral, that Parent, Purchaser or their outside counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with SECTION 7, as promptly as reasonably practicable, and in any event within four Business Days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Section 1.2), Purchaser shall, and Exeter Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer; provided, that if, at the time Purchaser intends to commence the Offer, the Company is not prepared to file with the SEC and to disseminate to holders of Shares the Schedule 14D-9, Purchaser shall not be obligated to commence the Offer until such time as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002Company is so prepared. The obligation obligations of Purchaser Purchaser, and of Parent to cause Purchaser, to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to (i) the satisfaction of the Minimum Condition (as defined in Exhibit E hereto) and (ii) the satisfaction or waiver by Purchaser of each of the other conditions set forth in Annex A heretoExhibit E hereto (together with the Minimum Condition, the “Offer Conditions”). The obligation of Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). Purchaser expressly reserves the right right, in its sole discretion, to (A) increase the Offer Price (by increasing the Cash Consideration and/or the amounts that may become payable pursuant to the CVR Agreement), (B) add additional milestones solely with respect to additional milestone payments to the CVR Agreement, (C) waive any such condition, to increase Offer Condition or (D) modify any of the price per Share payable in the Offer, and to make any other changes in the terms and or conditions of the Offer; providedOffer prior to the Acceptance Time to the extent not inconsistent with the terms of this Agreement, howeverexcept that, thatunless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii1) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v2) change the form of consideration payable in the Offer (other than by adding consideration as contemplated by Section 1.1(a)(A) or (viB)), (3) amendreduce the number of Shares sought to be purchased in the Offer, (4) waive, amend or change the Minimum Condition, (5) add to the Offer Conditions, (6) extend the expiration of the Offer except as required or waive permitted by Section 1.1(b), (7) provide for any other “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (8) modify any Offer Condition or any term of the Offer set forth in any this Agreement in a manner that would be, in any significant respect, adverse to the Company holders of Shares in their capacity as such or that would, individually or in the Stockholders. Notwithstanding aggregate, reasonably be expected to prevent or materially delay or impair the foregoing, Purchaser may, without consent consummation of the CompanyOffer or prevent, (i) extend materially delay or impair the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement ability of Parent or Purchaser to consummate the Offer, ifthe Merger or the other Contemplated Transactions (other than, at for the scheduled expiration avoidance of doubt, delays resulting from increases to the Offer Price as contemplated above or extensions 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 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; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition on the terms set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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"below). (b) As promptly as reasonably practicable The Offer shall initially be scheduled to expire at 5:00 p.m. (New York City time) on the date of commencement of the OfferNovember 28, Purchaser shall file 2022 (for this purpose calculated in accordance 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"Rule 14d-1(g). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) The Merger Agreement provides that Purchaser shall, and Exeter shall cause Purchaser to, will commence the Offer as promptly as reasonably practicable after and that, upon the date hereofterms and subject to prior satisfaction or waiver of the conditions to the Offer described in Section 13—"Conditions of the Offer" (including, but in no event later than July 12if the Offer is extended or amended, 2002. The obligation the terms and conditions of any extension or amendment), Purchaser to will accept for payment payment, and pay for, all Shares validly tendered pursuant to the Offer shall be subject and not withdrawn by the Expiration Date. For purposes of the Merger Agreement, "Expiration Date" means April 4, 2008, as the same may (or, to the conditions set forth in Annex A heretoextent required by the Merger Agreement, shall) be extended from time to time. Purchaser expressly reserves the right (but is not obligated), at any time or from time to time, to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in or otherwise modify or amend the terms and conditions of the OfferOffer in any respect; providedprovided that, howeverpursuant to the Merger Agreement, thatPurchaser has agreed that it will not, without the prior written consent of the CompanyCriticare, Purchaser shall not (ia) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) Price or change the form of consideration payable in the Offer Offer, (b) decrease the number of Shares sought pursuant to the Offer, (c) amend or waive the Minimum Tender Condition, or (vid) amend, add to or waive any other term extend the expiration date of the Offer beyond that which is otherwise permitted in any manner that would bethe Merger Agreement, and, in any significant respectevent, adverse June 2, 2008. Upon the terms and subject to the Company satisfaction or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent waiver of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement conditions of the Offer, if, at the scheduled expiration as of the OfferExpiration Date, any of the conditions to Purchaser's obligation promptly following such date Purchaser will be required to accept for payment, purchase and to pay forfor any Shares validly tendered and not withdrawn by the Expiration Date. Purchaser may, the Shareswithout Criticare's consent, shall not be satisfied or waived or (iia) extend the Offer for any period required by any rule, rule or regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, SEC applicable to the Offer; provided, however(b) extend the Offer to 5 p.m. New York time on April 11, that 2008 if the sole condition remaining unsatisfied on is the initial scheduled expiration date of Minimum Tender Condition (and Purchaser must so extend the Offer upon written request of Criticare), (c) further extend the Offer to 5 p.m. New York time on May 2, 2008, if the sole condition remaining unsatisfied is a condition set forth in paragraph the Minimum Tender Condition, or (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting elect to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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 a subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable 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. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. 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 accordance with Rule 14e-1(c) 14d-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) As promptly as reasonably practicable of not more than 20 business days. If, on April 4, 2008, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act to have expired or been terminated, Purchaser must extend the Offer from time to time until the date of commencement expiration or termination of the Offerapplicable waiting period under the HSR Act. In addition, 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, may increase the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser and the Company agree to correct promptly any information provided by any of them for use in Price or extend the Offer Documents that shall have become false or misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities lawslaw in connection with such increase. In any event, Purchaser is not required to and cannot, without Criticare's consent, extend the Offer beyond June 2, 2008. See Sections 1 and 13—"Terms of the Offer" and "Conditions of the Offer."

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Lucent and the Company of this Agreement, 2002Acquisition shall, and Lucent shall cause Acquisition to, commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Purchaser Acquisition to accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto. Purchaser expressly reserves (the right to waive "Offer Conditions") (any such condition, to increase the price per Share payable of which may be waived in the Offer, and to make any other changes whole or in the terms and conditions of the Offerpart by Acquisition in its sole discretion; provided, however, provided that, without the prior written consent of the Company, Purchaser Acquisition shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Acquisition expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Acquisition shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions amend or add to the Offer in addition Conditions any terms that are adverse to those set forth in Annex A heretothe holders of the Shares, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or holders of the StockholdersShares. Notwithstanding the foregoing, Purchaser Acquisition may, without the consent of the Company, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; providedOffer or any period required by applicable law and (C) extend the Offer 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 (A) or (B) of this sentence, however, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Lucent and Acquisition agree that if all the sole condition remaining unsatisfied Offer Conditions are not satisfied on the initial any scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) then, provided that all such conditions are reasonably capable of Annex Abeing satisfied, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, Acquisition shall extend the Offer from time to time until five business days after such breach is curedconditions are satisfied or waived; provided, further, provided that Purchaser Acquisition shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateSeptember 30, 1999. In addition, if all of the conditions Subject to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance 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. 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. Upon expiration of the OfferOffer and this Agreement, Purchaser Acquisition shall, and Exeter Lucent shall cause Purchaser Acquisition to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Acquisition becomes obligated to accept for payment and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as promptly as practicable after the SEC and the terms and conditions expiration 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"). (b) As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser Lucent and Acquisition shall file with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "Schedule TO14D-1") with respect to the Offer. The Schedule TO , which shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule TO, documents included therein pursuant to which the Offer to Purchase and such other documentsshall be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser Lucent and Acquisition agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Lucent or Acquisition with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Lucent, Acquisition and the Company agree promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser Lucent and Acquisition further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Lucent and Acquisition agree to provide the Company and its counsel any comments Lucent, Acquisition 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) Lucent shall provide or cause to be provided to Acquisition on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Acquisition becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) The Merger Agreement provides for the making of the Offer. The Merger Agreement provides that Purchaser shall, and Exeter shall cause Purchaser to, Xx. Xxxxxxx will commence the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12five business days from the public announcement by Purchaser and the Company of the execution of the Merger Agreement. Subject to applicable SEC regulations, 2002Purchaser (i) will not be required to purchase, (ii) may delay the payment for, and (iii) may terminate the Offer as to any Shares not already paid for if any of the events described in "The Offer -- Section 11. The obligation of Purchaser to accept for payment Shares tendered pursuant Conditions to the Offer shall be subject Offer" occur at any time on or after June 13, 2003 and immediately prior to the conditions set forth in Annex A heretoExpiration Date. Although Purchaser has expressly reserves reserved the right to waive any such condition, to increase the price per Share payable in the Offer, and to amend or make any other changes in the terms and conditions of the Offer; provided, however, thatPurchaser agreed in the Merger Agreement that it will not, without prior written consent of the Company (including the prior written consent of the Company, Purchaser shall not Special Committee): (i) decrease the price per Share Offer Price or change the form of the consideration payable in the Offer, ; (ii) reduce waive or modify the maximum Minimum Condition; (iii) decrease the number of Shares to be purchased sought in the Offer, ; (iii) impose any additional conditions to the Offer from those described below in addition "The Offer -- Section 11. Conditions to those set forth in Annex A hereto, the Offer," or (iv) extend otherwise amend the Offer in a manner that would adversely affect holders of Shares. The Company has agreed that no Shares owned by the Company for its account will be tendered pursuant to the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term . The "Initial Expiration Date" of the Offer will be Midnight on July 11, 2003. Notwithstanding anything in any manner that would be, in any significant respect, adverse the Merger Agreement to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser maycontrary, without the consent of the Company, (i) Purchaser and Xx. Xxxxxxx have the right to extend the Offer beyond the scheduled Initial Expiration Date in the following events: (i) from time to time if, at the Initial Expiration Date (or an extended expiration date, which shall be 20 business days following the commencement date of the Offer, if, at the scheduled expiration of the Offerif applicable), any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall Offer have not be been satisfied or waived or waived; (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; providedOffer or any period required by applicable Law (as defined in the Merger Agreement) or (iii) pursuant to an amendment to the Offer providing for a "subsequent offering period" to the extent permitted under, howeverand in compliance with, that Rule 14d-11 under the Exchange Act. Notwithstanding the foregoing, if any of the sole condition remaining unsatisfied conditions to the Offer are not satisfied or, if applicable, waived on the initial any scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex AOffer, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not Xx. Xxxxxxx will be required to extend the Offer beyond 30 calendar for a period of 10 business days after such initial scheduled expiration date. In additionand, if at the end of such 10 business day period all of the conditions to the Offer are still not satisfied or or, if applicable, waived, then upon the applicable expiration date an additional period of the Offer, 10 business days. Purchaser mayand Xx. Xxxxxxx may not, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under Company (including 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. 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 prior written consent of the Offer. Upon expiration of the OfferSpecial Committee), Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to extend the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offerbeyond August 22, 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")2003. (b) 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"). 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 Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to Stockholders, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Parent and the Company of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the those conditions set forth in Annex Exhibit A hereto(the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Purchaser The initial scheduled expiration date of the Offer shall be 20 business days after the Offer is commenced. Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (and Parent shall not cause Sub to) (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions add to the Offer in addition to those set forth in Annex A heretoConditions, (iv) except as provided in the next sentence, extend the expiration date of the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or holders of the StockholdersShares. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived or (iiPROVIDED, HOWEVER, that the expiration date may not be extended beyond January 31, 1997 without the consent of the Company), (B) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; provided, however, that or (C) if all Offer Conditions are satisfied or waived but the sole condition remaining unsatisfied on the initial scheduled expiration date number of shares of Common Stock tendered is less than 80% of the Offer is then outstanding number of shares of Company Common Stock (determined on a condition set forth in paragraph (d) or (e) of Annex Afully diluted basis for all outstanding stock options, Purchaser shall, so long as the breach can be cured Class B Common Stock and the Company is vigorously attempting any other rights to cure such breachacquire Shares), extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period of not to exceed twenty (20) more than 10 business days (for all such extensions) and Purchaser shall beyond the latest expiration date that would be permitted under clause (A) give the required notice of such subsequent offering period and or (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration datethis sentence. The Per Share Amount shall, subject Subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules Offer as soon as practicable after the expiration of the SEC and Offer. (b) On the terms and conditions date of commencement of the Offer, Purchaser expressly reserves Parent and Sub shall file with the right SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to delay payment for Shares the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Sub agree that the Offer Documents shall comply as to form in order to comply in whole or in part all material respects 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 ActEXCHANGE ACT"). (b) As promptly as reasonably practicable , and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of commencement 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 Offercircumstances under which they were made, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretonot misleading, the "Schedule TO") except that no representation or warranty is made by Parent or Sub with respect to information supplied by the Offer. The Schedule TO shall contain Company or shall incorporate any of its shareholders specifically for inclusion or incorporation 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, in the Offer to Purchase and such other documentsDocuments. Parent, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Purchaser Sub and the Company agree each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and Purchaser Parent and Sub further agrees agree to take all steps necessary to cause the Schedule TO, 14D-1 as so corrected, corrected to be filed with the SEC, SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to Stockholdersholders of Shares, in each case as and to the extent required by applicable federal Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the shareholders of the Company. Parent and Sub agree to provide the Company and its counsel in writing any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.