Common use of The Offer Clause in Contracts

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated pursuant to Article VIII, subject to the conditions of this Agreementfollowing sentence, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Acquisition Sub shall, and Parent shall cause Acquisition Sub to, as promptly as practicable and in no event later than 30 days after the date FINRA declares the Rule 1017 Application(s) “substantially complete,” with prior notice to the Company, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer; provided, however, if as of such date, FINRA has indicated that it is considering imposing material restrictions or limitations on the Company Broker-Dealers pursuant to NASD Rule 1017 as a result of the transactions contemplated by this Agreement, then Acquisition Sub shall, and Parent shall cause Acquisition Sub to, commence the Offer within five days after the meaning parties have resolved any potential material restrictions or limitations to the reasonable satisfaction of Parent. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the applicable rules Offer, subject to the terms and regulations of the Securities conditions hereof and Exchange Commission (the "SEC")thereof. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant shall be subject to the Offer are subject satisfaction or waiver (to the extent permitted by this Agreement and under applicable Laws) of the conditions set forth in Exhibit A. Annex B (the “Tender Offer Conditions”), and no other conditions. The initial expiration date of the Offer shall be 12:00 midnight (Eastern Time) at the 20th end of the day on the date that is 20 business day following days after the commencement date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial “Expiration Time” and any expiration time and date established pursuant to an extension of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934in accordance with this Agreement, as amended (the "EXCHANGE ACT")also an Expiration Time). Acquisition Sub expressly reserves the right (i) to increase the Offer Price and (ii) to waive any condition to the Offer (to the extent permitted by this Agreement and under applicable Laws) or modify the terms of the Offer, except that, without the prior written consent of the Company, Acquisition Sub shall not and Parent shall not permit Sub to (iA) reduce the number of shares of Company Common Stock Shares subject to the Offer, (iiB) reduce the price per share of Company Common Stock to be paid pursuant Offer Price, (C) add to the Offer, (iii) waive Tender Offer Conditions or change the Minimum amend or modify any Tender Offer Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AShares, (vD) except as otherwise provided in the next sentencethis Section 1.1, extend the Offer Expiration Time, or (viE) change the form of consideration payable in the Offer, provided, that nothing in this clause (E) shall limit Acquisition Sub’s ability to provide additional cash consideration in addition to the Offer Price. Notwithstanding the foregoing, (x) Acquisition Sub may, without the consent of the Company, (Ai) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer Expiration Time for such period as Sub determines; PROVIDED that such extension shall be in one or more consecutive increments of not more than five 20 business days each (the length of such period to be determined by Parent or Acquisition Sub), if all of the conditions set forth in Exhibit A other than the Minimum at any otherwise scheduled Expiration Time any Tender Offer Condition have has not been satisfied or waived at such scheduled or extended expiration date(to the extent permitted by this Agreement and under applicable Laws), (Bii) extend the Offer Expiration Time for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or the its staff thereof or The NASDAQ Stock Market LLC (“NASDAQ”), in any such case which is applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (Biii) of this sentence. In addition, Sub may make available a "“subsequent offering period", ” in accordance with Rule 14d-11 under the Exchange Act and (y) Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Expiration Time at the request of the Exchange Act. In Company for one or more consecutive increments of not more than 20 business days (the event that length of such periods to be determined by Parent giving reasonable consideration to the Minimum Company’s request) if at any otherwise scheduled Expiration Time any Tender Offer Condition has not been satisfied or waived at (to the scheduled expiration date extent permitted by this Agreement and under applicable Laws); provided that in the case of any extension of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest Expiration Time pursuant to occur of (w) the satisfaction or waiver of such condition, either (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) above, such extension shall in no event extend the Expiration Time to a time later than, the earlier of (1) the termination of this Agreement in accordance with its terms and or (z2) the Outside Termination Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement of this Agreement), Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Sub Purchaser to, and of Parent to cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are shall be subject to the conditions set forth in Exhibit A. The initial expiration date A (any of which may be waived in whole or in part by Purchaser in its sole discretion), and to the Offer shall be the 20th business day following the commencement terms and conditions of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))this Agreement. Sub Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms and conditions of the Offer, except that, without the prior written consent of the CompanyCompany or as expressly permitted by this Agreement, Sub Purchaser shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferPer Share Amount, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (viv) except as provided in the next sentencefollowing sentence or in Section 1.01(b), extend the Offer or term of the Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) make any other modifications that are otherwise materially adverse to holders of Company Common Stock. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (A) if at extend the term of the Offer beyond any scheduled or any extended expiration date of the Offer (whether extended if, at any such scheduled expiration date, any of the conditions to Purchaser's obligation to accept for payment, and pay for, shares of Company Common Stock tendered pursuant to the Offer shall not have been satisfied or waived (provided, however, that Purchaser may extend the Offer under this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of on not more than five one occasion and for not more than ten business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at on such scheduled or extended expiration date, occasion) and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offerother applicable Law.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement)date hereof, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The ; provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are is subject to the conditions set forth in Exhibit A. Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The initial expiration date of the Offer (the EXPIRATION DATE) shall be the 20th business day following the commencement of the Offer (determined using pursuant to Rules 14d-1(g)(3) 14d-1 and 14d-2 promulgated under by the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")SEC). Sub expressly reserves the right to waive any condition to the Offer or modify the terms and conditions of the Offer, except that, without the prior written consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject sought to be purchased in the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) reduce or waive or change the Minimum Tender Condition (as defined in Exhibit AAnnex 1), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AAnnex 1, (v) except as provided in the next sentence, extend the Offer or Offer, (vi) change the form of consideration payable in the OfferOffer or (vii) amend any other condition of the Offer in any manner adverse to the Company's stockholders. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) Expiration Date any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation interpretation, position or position request of the SEC or the staff thereof applicable to the Offer and (C) if at make available a subsequent offering period (within the scheduled or any extended expiration date meaning of Rule 14d-11 promulgated by the Offer less than 90% SEC). Without limiting the right of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in Sub to extend the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has any condition set forth in Annex 1 is not been satisfied or waived at the scheduled expiration date of the OfferExpiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date Expiration Date of the Offer in such increments as Sub may determine of five business days each until the earliest to occur of (v) the date that is 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined date specified in Section 8.01(b)(i9.1(b)(ii)(B)), provided that such inability to satisfy such condition is not due to any failure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the Outside Datedate specified in Section 9.1(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offerit is legally permitted to do so under applicable Law.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended A (the "EXCHANGE ACTOffer 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)). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive or change any Offer Conditions to the Minimum Tender Condition (as defined in Exhibit Aextent permitted by this Agreement), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (Ciii) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a any reason for one or more occasions for an aggregate period of not more than ten 10 business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. In addition, Sub may make available a "subsequent offering period", So long as this Agreement is in accordance with Rule 14d-11 of effect and the Exchange Act. In the event that the Minimum Tender Condition has Offer Conditions have not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Companywaived, Sub shall, and Parent shall cause Sub to, extend the expiration date of cause the Offer in such increments as Sub may determine until the earliest not to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition expire. Subject to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated is permitted to purchase accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions of this Agreement, as As promptly as practicable after the date of this Agreement (hereof, but in no event later than five business days ten Business Days after the public announcement date hereof, Acquisition Sub shall commence an offer (the "OFFER") to purchase for cash 14,392,003 Shares (which shall include, for purposes of this Agreement), Sub shall(i) all Shares issuable in respect of exercisable, in-the-money Company Options which have been "conditionally exercised" by the holder thereof for purposes of participating in the Offer, and Parent shall cause Sub to, commence (ii) all Shares issued prior to the expiration of the Offer within upon the meaning conversion of any convertible securities or upon the applicable rules and regulations exercise of the Securities and Exchange Commission any options or warrants) (such number of Shares, the "SECMAXIMUM NUMBER") at a price of $70.00 per Share, net to the seller in cash (such price, as may hereafter be increased, the "OFFER PRICE"). The obligation of Acquisition Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, payment any shares of Company Common Stock Shares tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. Annex I hereto. The initial expiration date of the Offer shall be the 20th business day twentieth Business Day following the commencement of the Offer (determined using Rules under Rule 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")1934 Act). Acquisition Sub expressly reserves the right to waive any condition of the conditions to the Offer or Offer, modify the terms of the Offer, except and increase the Offer Price; PROVIDED that, without the consent of the Company, Acquisition Sub shall not and Parent shall not permit Sub to (i) increase or reduce the number of shares of Company Common Stock subject to the OfferMaximum Number, (ii) reduce the price per share of Company Common Stock Share to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AAnnex I or modify any condition set forth in Annex I, (v) except as provided in the next sentence, extend the Offer or (viiv) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, or (Av) if at the scheduled or any extended expiration date of otherwise amend the Offer (whether extended pursuant in any manner adverse to this clause (A) or otherwise) any the holders of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Shares. Acquisition Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended period required by applicable law. If any of the conditions to the Offer is not satisfied or waived on any scheduled expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, Acquisition Sub shall extend the Offer from time to time until such conditions are satisfied or waived; PROVIDED that (i) each such extension of the Offer shall be for a period of not more than ten business days in Business Days, and (ii) Acquisition Sub shall not, without the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request prior written consent of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of Offer beyond the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition Termination Date. Subject to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms foregoing and (z) the Outside Date. On upon the terms and subject to the conditions of the Offer and this AgreementOffer, Acquisition Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer for, as soon promptly as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn (including if no Shares are validly tendered and not withdrawn), but not in excess of the Maximum Number.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (practicable, but in no event later than five business days after the public announcement date of the execution and delivery of this Agreement), Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence the Offer within the meaning of the applicable rules and regulations of Rule 14d-2 under the Securities and Exchange Commission Act of 1934, as amended (the "SECExchange Act"). The obligation of Sub Purchaser to, and of Parent to cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. A (any of which may be waived by Purchaser in its sole discretion, provided that, without the consent of the Company, Purchaser may not waive the Minimum Tender Condition (as defined in Exhibit A)). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))Offer. Sub Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub Purchaser shall not and Parent shall not permit Sub to not, except as provided in the next sentence: (i) reduce the number of shares of Company Common Stock subject to the Offer, ; (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, ; (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, A in any manner adverse to the holders of Common Stock; (iv) extend the Offer; (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the Offer; or (vi) otherwise amend the Offer in any manner adverse to the holders of Common Stock. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (Ax) extend the Offer for up to a maximum of 10 additional business days, if at the scheduled or any extended initial expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to SubPurchaser's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth herein or in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, are not satisfied; (By) extend the Offer for any period required by applicable law, including any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer Offer; and (Cz) if at extend the scheduled or Offer for any extended reason for a period of not more than 10 business days beyond the latest expiration date of that would otherwise be permitted under this Section 1.1(a). If the Minimum Tender Condition has been satisfied and all other conditions to the Offer have been satisfied or waived but less than 90% of the Fully Diluted Shares (as defined in Exhibit Abelow) have been validly tendered and not withdrawn on the scheduled expiration date, Purchaser may accept and purchase all of the Common Stock tendered in the Offer, extend the Offer for a initial offer period and may notify holders of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) Common Stock of this sentence. In addition, Sub may make available Purchaser's intent to provide a "subsequent offering offer period", in accordance with " for tender of at least 90% of the Fully Diluted Shares pursuant to Rule 14d-11 of the Exchange Act, which subsequent offer period shall not exceed 15 business days. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer."

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the conditions of this Agreementterms hereof, as promptly as practicable after the date of this Agreement (practicable, but in no event later than five (5) business days after the public announcement of this Agreement)the execution hereof by the parties, Sub shall, Acquisition shall (and Parent shall cause Sub Acquisition to, ) commence the Offer (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), the Offer for any and all of the Shares, at the Offer Price. Sub The obligation of Acquisition to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Acquisition to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 3.2(a)) and unvested Company Stock Options that vest prior to the Final Date (as defined in Section 7.1), but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Acquisition expressly reserves the right to waive any condition to increase the Offer Price or modify to make any other changes in the terms and conditions of the Offer; provided, except thathowever, without that unless previously approved by the consent of the CompanyCompany in writing, Sub shall not and Parent shall not permit Sub to no change may be made that (i) reduce decreases the number of shares of Company Common Stock subject to the OfferOffer Price, (ii) reduce changes the price per share form of Company Common Stock consideration to be paid pursuant to in the Offer, (iii) waive or change reduces the Minimum Tender Condition (as defined maximum number of Shares to be purchased in Exhibit A)the Offer, (iv) modify imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex A to broaden the scope of such conditions, (vi) amends any other term of the Offer in a manner adverse to the holders of Company Common Stock the Shares, (vii) extends the Offer except as provided in Section 1.1(b), or add to (viii) amends or waives the Minimum Condition. It is agreed that the conditions set forth in Exhibit AAnnex A are for the sole benefit of Parent and Acquisition and may be waived by Parent and Acquisition, (v) except as provided in the next sentencewhole or in part at any time and from time to time, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoingtheir sole discretion, Sub may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived Condition, as to which prior written Company approval is required. The failure by Parent and Acquisition at such scheduled or extended expiration date, (B) extend the Offer for any period required by time to exercise any rule, regulation, interpretation or position of the SEC or foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the staff thereof applicable to the Offer and (C) if at the scheduled Company or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly its subsidiaries will be tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and subject to the conditions other provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days (5) Business Days after the date of the public announcement by Purchaser and the Company of this Agreement), Acquisition Sub shall, and Parent Purchaser shall cause Acquisition Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Acquisition Sub to, and of Parent Purchaser to cause Acquisition Sub to, commence the Offer and accept for payment, and pay for, any shares Shares of Company Common Stock properly tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended Annex ----- A attached hereto (the "EXCHANGE ACTOffer Conditions")), any of which may be waived, in whole - or in part, by Acquisition Sub, in its sole discretion. Acquisition Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the OfferOffer in a manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Acquisition Sub shall not and Parent shall not permit Sub to (i) waive or otherwise modify the Minimum Condition so as to reduce the minimum number of shares Shares that Acquisition Sub will accept in the Offer to an amount constituting less than fifty-one percent (51%) of Company Common Stock subject the aggregate outstanding Shares (assuming the exercise of all options to purchase, and the conversion or exchange of all securities convertible or exchangeable into, Shares outstanding as of the consummation of the Offer), (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferPer Share Amount, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive or change any Offer Conditions to the Minimum Tender Condition (as defined in Exhibit Aextent permitted by this Agreement), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) accept for payment or pay for any Shares pursuant to the Offer prior to January 4, 2000. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (Ai) if extend the Offer if, at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) Offer, any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer for such period beyond the Cut-Off Date (as Sub determines; PROVIDED that such extension shall be defined in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration dateSection 8.1(b) hereof), (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date, or (Ciii) if at extend the Offer for a period of up to five (5) Business Days if, on any scheduled or any extended expiration date of on which the Offer less than 90% Conditions shall have been satisfied or waived, the number of the Fully Diluted Shares (as defined in Exhibit A) which have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not represent more than ten business days in 50% of the aggregate beyond outstanding Shares (assuming the latest expiration date that would otherwise be permitted under clause (A) exercise of all options to purchase, and the conversion or (B) exchange of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 all securities convertible or exchangeable into Shares which are outstanding as of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date consummation of the Offer), at the request but less than 90% of the Company, Sub shall, then issued and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offeroutstanding Shares.

The Offer. (a) Subject to the conditions of this ---------- Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement date of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, --- and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are shall be subject to the conditions set forth in Exhibit A. A (any of which may be waived by Sub in its sole discretion, provided that, without the consent of the Company, Sub may not, except as provided below, waive the Minimum Tender Condition (as defined in Exhibit A)). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3Rule 14d-1(e)(6) and 14d-2 promulgated under of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")SEC). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to not, except as provided in the next sentence, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (viv) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) otherwise amend the Offer in any manner materially adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, (iii) extend the Offer for any reason for a period of not more than ten 10 business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. In addition, Sub may make available sentence (a "subsequent offering periodParent ------ Extension Period"); provided that if Sub shall extend the Offer pursuant to ---------------- this clause (iii), in accordance with Rule 14d-11 it shall waive during any Parent Extension Period all conditions of the Exchange Act. In the event that Offer set forth in Exhibit A other than the Minimum Tender Condition has and the conditions set forth in paragraphs (d) and (g) in Exhibit A; and (iv) if the option granted pursuant to Section 4 of the Company Stockholder Agreement is then exercisable, reduce the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition (as defined in Exhibit A) to that number of shares which, together with the shares of Company Common Stock that may be purchased by Parent upon exercise of the option granted pursuant to Section 4 of the Company Stockholder Agreement, would represent at least a majority of the Fully Diluted Shares (as defined in Exhibit A). If any of the conditions of the Offer set forth in Exhibit A (other than the Minimum Tender Condition) is not been satisfied or waived at the on any scheduled expiration date of the Offer, at the request of then, if requested by the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date Offer one or more times (the period of each such extension to be determined by Sub) for up to 30 days in the Offer in aggregate for all such increments as Sub may determine until extensions, provided that at the earliest to occur of (w) the satisfaction or waiver time of such condition, (x) Parent reasonably determines that extension any such condition to the Offer is not reasonably capable of being satisfied on or prior to and the Outside Date Company has not received a Company Takeover Proposal (as defined in Section 8.01(b)(i5.02(a)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence amend the Offer within as soon as practicable on or after the meaning date hereof to (i) increase the Per Share Amount to $21.00, (ii) modify the conditions of the applicable rules Offer to conform to the conditions or events set forth in Annex A hereto and regulations of no others and (iii) to make such other amendments as are required to conform the Securities and Exchange Commission (Offer to this Agreement. Except as otherwise provided in the "SEC"). The following sentence, the obligation of Sub to, and of Parent Purchaser to cause Sub to, commence the Offer and accept for payment, payment and pay for, any shares of Company Common Stock for Shares validly tendered pursuant to the Offer are shall be subject only to the satisfaction of the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))Annex A hereto. Sub Purchaser expressly reserves the right to waive any such condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to make any other changes in the terms of the Offer; provided, however, that without the consent of the Independent Directors Committee, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) Purchaser may not amend or waive or change the Minimum Tender Condition (as defined in Exhibit Annex A)) and (ii) no change may be made that decreases the Per Share Amount, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (vi) change changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, imposes conditions to the Offer in addition to, modifying or supplementing those set forth in Annex A hereto or otherwise adversely affects the holders of the Shares. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (Ai) extend the Offer from time to time for up to ten business days for each such extension, if at the then scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are the Offer set forth in Annex A shall not be satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available Purchaser shall provide a "subsequent offering period", in accordance with " (as contemplated by Rule 14d-11 of 1 4d- 11 under the Exchange Act) of not less than three business days following its acceptance for payment of Shares in the Offer. In If any of the event that conditions of the Minimum Tender Condition has Offer set forth in Annex A is not been satisfied or waived at the on any scheduled expiration date of the Offer, then, if requested by the Independent Directors Committee, Purchaser shall extend the Offer one or more times (the period of each such extension to be determined by Purchaser) for up to 30 days in the aggregate for all such extensions; provided, that at the request time of such extension any such condition is reasonably capable of being satisfied; and provided, further, that the failure of such condition to be satisfied is not the result of a willful breach by the Company of any of its representations, warranties or covenants contained in this Agreement. Subject to the terms and conditions of the CompanyOffer, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, extend the expiration date of the Offer in such increments pay, as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon promptly as practicable after the expiration of the Offer, for all Shares validly tendered in the Offer and not withdrawn.

The Offer. (a) Subject to the conditions provisions of this ---------- Agreement, as promptly as practicable after the date of this Agreement (practicable, but in no event later than five business days after the public announcement of this Agreement)the Offer, Acquisition Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Acquisition Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock or Preference Stock tendered pursuant to the Offer are shall be subject to the conditions set forth in Exhibit A. The initial expiration date A (any of the Offer shall which may be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3waived in whole or in part by Acquisition Sub in its sole discretion) and 14d-2 promulgated under to the Securities Exchange Act terms and conditions of 1934, as amended (the "EXCHANGE ACT"))this Agreement. Acquisition Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Acquisition Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject or Preference Stock to be purchased in the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to Offer Price or the OfferPreference Stock Offer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (viv) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) amend any other term of the Offer in a manner adverse in any material respect to the holders of Company Common Stock or Preference Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (Ai) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to exceed 20 business days, if at the any scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) Offer, any of the conditions to Acquisition Sub's obligation to purchase accept for payment, and pay for, shares of Company Common Stock are or Preference Stock shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (Ciii) if at the scheduled or any extended expiration date of terminate the Offer less than 90% without prejudice to any of its and Parent's rights under this Agreement, including to proceed with the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", Merger in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offerwith, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the terms and conditions of, this Agreement. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Sub shall accept for payment payment, and pay for for, all shares of Company Common Stock and Preference Stock validly tendered and not withdrawn pursuant to the Offer that Acquisition Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, subject to compliance with Rule 14e-1(c) under the Exchange Act (as defined below).

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five ten business days after the public announcement date of this Agreement), Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub 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 Merger Sub to, and of Parent and U.S. Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be midnight New York City time on the 20th business day following the commencement of the Offer (determined using Rules Rule 14d-1(g)(3) and 14d-2 promulgated under of the Securities Exchange Act of 1934, as amended (together with the "EXCHANGE ACT"rules and regulations promulgated thereunder, the “Exchange Act”)). Merger Sub expressly reserves the right right, in its sole discretion, to waive waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change amend the Minimum Tender Condition (as defined in Exhibit A), add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of the Company Common Stock, (iv) modify except as otherwise provided in this Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the OfferStock. Notwithstanding the foregoing, Merger Sub may, in its sole discretion, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) Offer. In addition, if at the otherwise scheduled or any extended expiration date of the Offer less than 90% of any condition to the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered Offer is not satisfied, Merger Sub shall, and not withdrawn in the OfferParent and U.S. Parent shall cause Merger Sub to, extend the Offer for a period one or more consecutive increments of not more than ten five business days in each (or for such longer period as may be agreed by the aggregate Company); provided, however, that Merger Sub shall not be required to, and Parent and U.S. Parent shall not be required to cause Merger Sub to, extend the Offer beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentenceOutside Date. In addition, Merger Sub may and, if requested by the Company, Merger Sub shall, make available a "one or more “subsequent offering period"periods”, in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has , of not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Dateless than ten business days. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent and U.S. Parent shall accept for payment and cause Merger Sub to, pay for (subject to any withholding of Tax pursuant to Section 2.02(h)) all shares of Company Common Stock 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.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with SECTION 8.1 and subject to the conditions other provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days (5) Business Days (as defined below) after the public announcement date of this Agreement), Acquisition Sub shall, and Parent Purchaser shall cause Acquisition Sub to, commence the Offer. The initial scheduled expiration date for the Offer within shall be twenty (20) Business Days following the meaning commencement of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Acquisition Sub to, and of Parent Purchaser to cause Acquisition Sub to, commence the Offer and accept for payment, and pay for, any shares Shares of Company Common Stock properly tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended ANNEX A attached hereto (the "EXCHANGE ACTOFFER CONDITIONS")), any of which may be waived, in whole or in part, by Acquisition Sub, in its sole discretion except as set forth below. Acquisition Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the OfferOffer in a manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Acquisition Sub shall not and Parent shall not permit Sub to (i) waive or otherwise modify the Minimum Condition (as defined in ANNEX A attached hereto) so as to reduce the minimum number of shares Shares that Acquisition Sub will accept in the Offer to an amount constituting less than sixty-six and two-thirds percent (66 2/3%) of Company Common Stock subject to the Offeraggregate outstanding Shares, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferPer Share Amount, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive or change any Offer Conditions to the Minimum Tender Condition (as defined in Exhibit Aextent permitted by this Agreement), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the Offer, (vi) reduce the maximum number of Shares to be purchased, or (vii) amend, add to or waive (except to the extent expressly permitted by this Agreement) any other term of the Offer in a manner adverse to the holders of Shares of Company Common Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (Ai) if extend the Offer if, at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) Offer, any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not have been satisfied or waived, until such time as such conditions are satisfied or waived but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer for such period beyond the Cut-Off Date (as Sub determines; PROVIDED that such extension shall be defined in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied SECTION 8.1(b) hereof) or waived at such scheduled or extended expiration date, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.the

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement)October 28, Sub 2009, Buyer shall, and Parent shall cause Sub 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 Sub Buyer to, and of Parent to cause Sub Buyer to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules Rule 14d-1(g)(3) and 14d-2 promulgated under of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")SEC). Sub Buyer expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub Buyer shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) amend or waive or change the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) add to the conditions 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 (vii) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock or add (it being agreed that a waiver by Buyer of any condition, in its sole discretion, shall not be deemed to be adverse to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (vi) change the form holders of consideration payable in the OfferCompany Common Stock). Notwithstanding the foregoing, Sub but subject to the terms and conditions contained herein, Buyer may, but shall not be obligated to, without the consent of the Company, (Ai) if extend the Offer if, at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) Offer, any of the conditions to Sub's Buyer’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration dateeach, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (Ciii) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of time not more than to exceed ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In additionif, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, the Board of Directors of the Company shall have withdrawn, qualified or modified, or proposed publicly to withdraw, qualify or modify, its approval or recommendation of the Offer or the Merger; provided, however, that if at the request scheduled expiration date of the CompanyOffer (A) the only condition to Buyer’s obligation to purchase shares of Company Common Stock that is not satisfied is the condition set forth in clause (g) of Exhibit A (the “Outstanding Condition”) and (B) none of the matters set forth in the foregoing clauses (ii) or (iii) are applicable, Sub then (x) Buyer shall be permitted to extend the Offer for up to two additional five business day periods (but in no event to a date later than the business day immediately prior to the Outside Date) as contemplated by the foregoing clause (i) (the last of such periods being, the “Final Extension Period”) in order to provide additional time for the Outstanding Condition to be satisfied and (y) if the Outstanding Condition is not satisfied by the last day of the Final Extension Period then (1) if so directed by Buyer, the Company will abandon the license or authorization that is the subject of the Outstanding Condition and (2) Buyer shall waive the Outstanding Condition and consummate the Offer on the last day of the Final Extension Period (assuming that all other conditions on Exhibit A remain satisfied at such time). In addition, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Buyer shall, and Parent shall cause Sub Buyer to, extend the expiration date Offer at the request of the Offer in Company for such increments periods as Sub the Company may determine until the earliest request; provided that Parent and Buyer shall not be obligated to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to extend the Offer is not capable beyond January 31, 2010 (the “Outside Date”), provided further that if on January 31, 2010, all of being the conditions set forth in Exhibit A are satisfied on or prior to waived other than any condition set forth in clause (f) or clause (g) of Exhibit A, the Outside Date (as defined in Section 8.01(b)(i))shall be March 15, (y) 2010. In addition, Buyer may and, if requested by the termination of this Agreement Company, Buyer shall, make available a “subsequent offering period”, in accordance with its terms and (z) Rule 14d-11 of the Outside DateSEC, of not less than 10 business days. On the terms and subject to the conditions of the Offer and this Agreement, Sub Buyer shall, and Parent shall cause Buyer to, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable promptly after the expiration of the Offer. Notwithstanding the foregoing, if at any time consummation of the 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 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. Buyer shall not terminate the Offer prior to any scheduled expiration date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Buyer shall, and Parent shall cause Buyer to, promptly (and in any event within 24 hours of such termination) terminate the Offer and shall not acquire any shares of Company Common Stock pursuant thereto. If the Offer is terminated by Buyer, or this Agreement is terminated prior to the acquisition of shares of Company Common Stock in the Offer, Buyer shall promptly return, and shall cause any depositary acting on behalf of Buyer to return, in accordance with applicable Law, all tendered shares of Company Common Stock that have not then been purchased in the Offer to the registered holders thereof.

The Offer. (a) Subject to Provided that (1) none of the conditions events or circumstances set forth in paragraphs (a) through (g) of this AgreementAnnex A hereto shall have occurred and be existing (and shall not have been waived by Merger Sub) and (2) the Company shall have complied in all material respects with its obligations under Section 1.2, as promptly as practicable after the date of this Agreement (reasonably practicable, but in no event later than five ten (10) business days (as defined in Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the public announcement date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit Annex A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"Rule 14d-1(g)(3)). Merger Sub expressly reserves the right to waive any condition to the Offer, to increase the price per Share payable in the Offer or and/or to modify the other terms of the Offer, except that, without the consent of the Company, Merger Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit Annex A), (iv) add to the conditions set forth in Annex A or modify any condition set forth in any Annex A in a manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AStock, (v) extend the Offer (except as provided in the next sentencebelow), extend the Offer or (vi) change the form of consideration payable in the OfferOffer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of extend the Offer (whether extended pursuant to this clause (Ai) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and Offer, (Cii) if at the scheduled or any extended expiration date of the Offer less than 90% Offer, any of the Fully Diluted Shares (as defined conditions set forth in Exhibit A) Annex A shall not have been validly tendered and satisfied or waived, for one (1) or more periods of not withdrawn in the Offermore than ten (10) business days each, extend the Offer until such time as such conditions are satisfied or waived, or (iii) for a one (1) or more periods for an aggregate period of not more than ten twenty (20) business days in the aggregate beyond the latest expiration date that would otherwise be permitted under if, on such expiration date, there shall not have been tendered and not withdrawn that number of Shares that, together with any Shares then owned by Parent, would equal ninety percent (90%) or more of the issued and outstanding Shares; provided that if Merger Sub shall extend the offer pursuant to this clause (Aiii), Merger Sub shall waive during such extension all conditions set forth in Annex A other than the Minimum Tender Condition, the Regulatory Condition and the conditions set forth in paragraphs (a), (b) or and (Bf) of this sentencetherein. In addition, Sub may make available a "subsequent offering period"subject to Parent’s right to terminate this Agreement pursuant to Section 9.1, in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived (i) if at the initially scheduled expiration date of the Offer, any one or more of the Minimum Tender Condition, the Regulatory Condition or the conditions set forth in paragraphs (a), (b), (e) or (f) of Annex A are not satisfied, at the request of the Company, Company Merger Sub shall, and Parent shall cause Merger Sub to, extend the offer one (1) time for a period of up to ten (10) business days and (ii) if at any extended expiration date of the Offer Offer, the Regulatory Condition or the conditions set forth in such increments as paragraphs (e) or (f) of Annex A are not satisfied, at the request of the Company Merger Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such conditionshall, (x) and Parent reasonably determines that such condition to shall cause Merger Sub to, extend the Offer is for increments of not capable of being more than ten (10) business days each until such time as such conditions are satisfied on or prior waived; provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date (as defined in Section 8.01(b)(i))Date. Further, (y) Merger Sub may, without the termination consent of this Agreement the Company, make available a “subsequent offering period”, in accordance with its terms and Rule 14d-11 promulgated by the SEC under the Exchange Act, for up to twenty (z20) the Outside Datebusiness days. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall accept for payment and cause Merger Sub to, pay for all shares of Company Common Stock 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. For the avoidance of doubt, the parties hereto agree that shares of Restricted Stock may be tendered in the Offer and be acquired by Parent or Merger Sub pursuant to the Offer.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five ten (10) business days days) after the public announcement date of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer commence, within the meaning of Rule 14d-2 under the applicable Securities Exchange Act of 1934, as amended (together with the rules and regulations of the Securities and Exchange Commission (promulgated thereunder, the "SECExchange Act"), the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. A (the "Offer Conditions"). The initial expiration date of the Offer shall be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined using Rules pursuant to Rule 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act). Sub expressly reserves the right to waive to, in its sole discretion, waive, in whole or in part, any condition to the Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the CompanyCompany (unless the Company takes any action contemplated by Section 5.02(b)), Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) change, modify or waive or change the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AA or modify or change any Offer Condition in a manner materially adverse to any holders of Company Common Stock, (v) except as otherwise provided in the next sentencethis Section 1.01(a), extend or otherwise change the Offer or expiration date of the Offer, (vi) change the form of consideration payable in the OfferOffer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner materially adverse to any holders of Company Common Stock. Notwithstanding anything in this Agreement to the foregoingcontrary, Sub may, in its discretion, without the consent of the Company, (A) without limiting Parent's or Sub's obligations under the following sentence, extend the Offer on one or more occasions for any period ending no later than the Termination Date, if at the on any then-scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the Offer Conditions shall not be satisfied, until such time as such conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, and (B) extend the Offer for any period ending no later than the Termination Date required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer Offer. Parent and (C) Sub agree that if at the scheduled or any extended expiration date not all of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period"Conditions are satisfied or, in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or Sub's sole discretion, waived at the on any then-scheduled expiration date of the Offer, at then, provided that all such conditions are reasonably capable of being satisfied by the request Termination Date and subject to the rights of the CompanyParent under Article VIII, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days each, for an aggregate period of time ending no later than the Termination Date that Parent reasonably believes is necessary for such conditions to be satisfied, until such time as such conditions are satisfied; provided, however, that Sub shall not be required to extend the Offer beyond the Termination Date. In any event, the Offer may not be terminated prior to its expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined such expiration date may be extended and re-extended in accordance with this Section 8.01(b)(i1.01(a)), (y) the termination of unless this Agreement is validly terminated in accordance with its terms and (z) the Outside DateArticle VIII. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for (subject to any withholding of tax pursuant to Section 1.01(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration date of the OfferOffer (as it may be extended and re-extended in accordance with this Section 1.01(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the "Offer Closing", and the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date". Sub expressly reserves the right to, in its sole discretion, extend the Offer for a "subsequent offering period" in accordance with Rule 14d-11 under the Exchange Act following the Offer Closing, and the Offer Documents may, in Sub's sole discretion, provide for such a reservation of right.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement date of this Agreement), Sub shall, and Parent Conopco shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent Conopco to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. Section 7.01. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and Rule 14d-2 promulgated under of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")SEC). Sub expressly reserves the right to modify the terms of the Offer or waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) reduce or waive or change the Minimum Tender Condition (as defined in Exhibit ASection 7.01), (iv) modify modify, in any manner adverse to the holders of Company Common Stock Stock, or add to to, the conditions set forth in Exhibit ASection 7.01, (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer in increments of not more than five business days each, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (Ciii) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with period (within the meaning of Rule 14d-11 of the Exchange ActSEC). In Without limiting the right of Sub to extend the Offer, in the event that the Minimum Tender Condition has any condition set forth in paragraph (a) of Section 7.01 is not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Company Sub shall, and Parent Conopco shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine of five business days each until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent Conopco reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i))September 30, 2000, (y) the termination of this Agreement in accordance with its terms and (z) the Outside DateSeptember 30, 2000. On In addition, on the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence amend the Existing Offer within to reflect the meaning terms and conditions of this Agreement, including the applicable rules purchase price of $23.25 per share of Company Common Stock (and regulations of associated Right), net to the Securities and Exchange Commission seller in cash, without interest thereon (the "SECOffer Price"), and to set July 6, 2004 (the "Initial Expiration Date"), as the expiration date for the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver by Sub of the conditions set forth in Exhibit A. The initial expiration date of Sub expressly reserves the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under right, subject to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")). Sub expressly reserves the right , to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A, 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 Company Common Stock or add to the conditions set forth in Exhibit AStock, (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the OfferOffer (other than by adding consideration). Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer from time to time for one or more additional periods of not more than five business days each, or such longer period as may be approved by the Company, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions set forth in Exhibit A to Sub's obligation to purchase shares of Company Common Stock are not satisfied or (if permitted) waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration date, and (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer; provided, that, the expiration date of the Offer and shall not be extended beyond July 19, 2004 (C) if the "Outside Date"). In addition, if, at the scheduled or any extended expiration date of the Offer, all the conditions to the Offer have been satisfied or waived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the Fully Diluted Shares outstanding Company Common Stock, without the consent of the Company, Sub shall (as defined in Exhibit Asubject to applicable law) have been validly tendered and not withdrawn in the Offer, extend the Offer right to provide for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with " (as contemplated by Rule 14d-11 of under the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date , for up to 20 business days after Sub's acceptance for payment of the Offer, at the request shares of the Company, Sub shall, Company Common Stock then tendered and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition not withdrawn pursuant to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside DateOffer. On Upon the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer in accordance with Exchange Act Rule 14e-1(c) or (in the case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof in accordance with Exchange Act Rule 14d-11.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement by Parent and the Company of the execution and delivery of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Sub toSub, and of Parent to cause Sub toSub, to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are shall be subject to the conditions set forth in Exhibit A. The initial expiration date A (the "Offer Conditions") and to the terms and conditions of this Agreement; provided, however, that paragraph (i) of the Offer Conditions shall be apply only to the 20th business day following obligation of Sub, and of Parent to cause Sub, to consummate the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))Offer. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive add to or change modify (other than waive) the Minimum Tender Condition (as defined in Exhibit A)Offer Conditions, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the Offer, (vi) amend any other term of or add any new term to the Offer in any manner materially adverse to the holders of the Shares or (vii) waive the Minimum Condition (as defined in Exhibit A). Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and Offer, (C) if at extend the scheduled or any extended Offer from time to time until two business days after the expiration of the waiting period under the HSR Act (as defined in Section 4.05 below) and (D) extend the Offer for a period not to exceed 15 business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, if, immediately prior to such expiration date (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 90% of the Fully Diluted outstanding Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for on a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentencefully diluted basis). In addition, Sub may make available a "subsequent offering period"shall be obligated to extend the Offer, in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived if at the scheduled expiration date of the Offer, at the request Offer any of the CompanyOffer Conditions capable of satisfaction shall not have been satisfied or waived, until the satisfaction or waiver thereof; provided, however, that there shall be no such obligation to extend the Offer beyond the 60th business day after the commencement of the Offer. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable promptly after the expiration of the Offer; provided, however, that in no event shall the Offer expire prior to January 21, 1998.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (practicable, but in no event later than five business days after the date of the public announcement of this Agreement), Sub shall, and Parent Rexam shall cause Sub 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 Sub to, and of Parent Rexam to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))Offer. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AStock, (viv) except as provided below in the next sentencethis Section 1.01(a), extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer, for one or more periods of time that Sub reasonably believes are necessary to cause the conditions of the Offer set forth hereto to be satisfied, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waivedsatisfied, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Rexam and Sub agree that if all of the conditions to the Offer and (C) if at the are not satisfied on any scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, then Sub shall extend the Offer for one or more periods of time that Sub reasonably believes are necessary to cause the conditions of the Offer set forth hereto to be satisfied from time to time until such conditions are satisfied or waived, provided that Sub shall not be required to extend the Offer beyond October 25, 2000. Sub may, without the consent of the Company, elect to provide a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", period for the Offer in accordance with Rule 14d-11 of the Securities Exchange Act. In Act of 1934, as amended (the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date "EXCHANGE ACT") following its acceptance for payment of shares of Company Common Stock in the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Rexam shall accept for payment and cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement of this Agreement), Sub shall, and Parent shall cause Sub 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 Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Target Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the consent of the CompanyTarget, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Target Common Stock subject to the Offer, (ii) reduce the price per share of Company Target Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined Condition, add to the conditions set forth in Exhibit A), (iv) A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Target Common Stock or add to the conditions set forth in Exhibit AStock, (viv) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Target Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the CompanyTarget, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Target Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for any reason on one or more occasions for a period of not more than ten five business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Parent and Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 agree that if all of the Exchange Act. In conditions to the event that the Minimum Tender Condition has Offer are not been satisfied or waived at the on any scheduled expiration date of the OfferOffer then, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in PROVIDED that all such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent conditions are reasonably determines that such condition to the Offer is not capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied on or prior waived, PROVIDED that Sub shall not be required to extend the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) Offer beyond the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of Company Target Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement)January 16, 2001, Sub shall, and Parent shall cause Sub to, commence the Offer commence, within the meaning of Rule 14d-2 under the applicable Securities Exchange Act of 1934, as amended (together with the rules and regulations of the Securities and Exchange Commission (thereunder, the "SECExchange Act"), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered and not withdrawn pursuant to the Offer are shall be subject only to the conditions set forth in the attached Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended A (the "EXCHANGE ACTOffer Conditions"))) (any of which may be waived in whole or in part by Parent and Sub in their sole discretion, except that Sub shall not waive the Minimum Condition or the HSR Condition (each as defined in Exhibit A) 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. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive or change any Offer Conditions to the Minimum Tender Condition (as defined in Exhibit Aextent permitted by this Agreement), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) amend any other term of the Offer in a manner which is materially adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (Ciii) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a any reason on one or more occasions for an aggregate period of not more than ten 15 business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. In additionsentence if there shall not have been tendered a sufficient number of Shares to enable the Merger to be effected without a meeting of the Company's stockholders in accordance with Section 253 of the DGCL (as hereinafter defined), in each case subject to the right of Parent, Sub may make available or the Company to terminate this Agreement pursuant to the terms hereof. Sub shall not provide for a "subsequent offering period", period in accordance with Rule 14d-11 of under the Exchange Act. In Subject to the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date terms and conditions of the Offer, at the request of the CompanyOffer and this Agreement, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement), Sub shall, and Parent Purchaser shall cause Sub to, commence the Offer within Offer, with the meaning initial scheduled expiration date of the applicable rules and regulations of Offer (subject to the Securities and Exchange Commission (extensions permitted by this Agreement) being the "SEC")20th business day after commencement. The obligation of Sub Purchaser to, and of Parent to cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended A (the "EXCHANGE ACTOffer Conditions"))) (any of which may be waived in whole or in part by Purchaser in its sole discretion, except that Purchaser shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the Company) and to the terms and conditions of this Agreement. Sub Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub Purchaser shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive increase or change reduce the Minimum Tender Condition (as defined in Exhibit A)dealer's soliciting fee, (iv) modify in any manner adverse to the holders of Company Common Stock amend or add to the conditions set forth in Exhibit AOffer Conditions, (v) except as provided in the next sentencelast sentence of this paragraph, extend the Offer or Offer, (vi) change the form of consideration payable in the OfferOffer or (vii) amend any other term of the Offer in any manner adverse to the holders of the Shares. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer (such date, the "Takedown Date"). Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (Bi) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer as a result of an increase in the Offer Price by Purchaser in light of a bona fide competing offer from a third party for some or all of the Shares and (Cii) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period period, in the aggregate, of not more than ten five business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In additionif, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the initial scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to are less than 90% of the outstanding Shares and (B) following the period contemplated by clause (ii) (A) (the "Initial Extension Period") if any of the Offer as soon as practicable after Conditions have not been waived or satisfied, extend the Offer on one or more occasions for periods not to exceed five business days until January 31, 2000; provided that, (x) if at the expiration date of the Offer, as so extended, the Offer Conditions have been satisfied or waived (including the deemed waivers described in clauses (y) and (z) below), Purchaser shall not continue to extend the Offer (unless required by clause (i), above), (y) following the Initial Extension Period, Purchaser shall be deemed to have waived satisfaction of the conditions set forth in paragraphs (b), (e), (f) and (h) of Exhibit A hereto with respect to matters existing on or before the last day of the Initial Extension Period and (z) in the event Purchaser extends the Offer after the Initial Extension Period following written notice from the Company of an event constituting a Material Adverse Change, Purchaser shall be deemed to have waived satisfaction of the conditions set forth in paragraph (c) of Exhibit A hereto with respect, and only with respect, to the event for which it has received such written notice; provided further, that all time periods set forth above in this sentence shall be tolled, at the election of Purchaser, during the pendency of the No Takedown Period (as defined in Section 6.2(b) below).

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after no later than 10 business days following the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The ; provided, however, that the obligation of Sub Purchaser to, and of Parent to --- -------- ------- cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are is subject to the Minimum Tender Condition and the satisfaction or waiver of the other conditions set forth in Exhibit A. Annex I. The initial expiration date of the Offer (the "Expiration ---------- Date") shall be the 20th business day following the commencement of the Offer ---- (determined using Rules 14d-1(g)(3) and pursuant to Rule 14d-2 promulgated under by the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")SEC). Sub Purchaser expressly reserves the right to modify the terms and conditions of the Offer and to waive any condition to set forth in Annex I (other than the Offer or modify the terms of the OfferMinimum Tender Condition), except that, without the prior written consent of the Company, Sub Purchaser shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive reduce or change modify the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) modify or add to the conditions set forth in Annex I in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A(other than Parent and its subsidiaries), (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (Ai) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days each, if all at the scheduled Expiration Date of the Offer any of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been to Purchaser's obligation to purchase shares of Company Stock are not satisfied, until such time as such conditions are satisfied or waived at such scheduled or extended expiration datewaived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (Ciii) if at make available a subsequent offering period (within the scheduled or any extended expiration date meaning of Rule 14d-11 promulgated by the Offer less than 90% SEC). Without limiting the right of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in Purchaser to extend the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has is not been satisfied or waived at the scheduled expiration date Expiration Date of the Offer, at the request of the Company, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, extend the expiration date Expiration Date of the Offer in such increments as Sub may determine of five business days each until the earliest to occur of (v) the date that is 60 days after the initial Expiration Date, (w) the satisfaction or waiver of such conditionthe Minimum Tender Condition, (x) the reasonable determination by Parent reasonably determines that such condition to the Offer Minimum Tender Condition is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i))date that is 60 days after the initial Expiration Date, (y) the termination of this Agreement in accordance with its terms and (z) July 30, 2001; provided, however, that Purchaser shall not be required to extend the Outside DateOffer as provided in this sentence unless the Company is in material compliance with all of its covenants in this Agreement. On the terms and subject to the conditions of the Offer and this Agreement, Sub Purchaser shall, and Parent shall cause Purchaser to, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer and in any event not later than three business days after such expiration.

The Offer. (1) 5 (a) Subject to the conditions of Provided that this AgreementAgreement shall not have been terminated in accordance with its terms, Acquisition Sub shall, as promptly soon as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub tohereof, commence the Offer (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3Rule 14d-2(a) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the "EXCHANGE ACTExchange Act")), an offer to purchase (as such offer to purchase may be amended in accordance with the terms of this Agreement, the "Offer") all of the issued and outstanding shares ("Shares") of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") at a price of not less than $13.875 per Share, net to the seller in cash (less applicable withholding taxes, if any) (such price, or such other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). After the commencement of the Offer, the Offer and the obligation of Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A hereto and the condition (the "Minimum Condition") that there be validly tendered and not withdrawn prior to the expiration of the Offer at least two-thirds of the Shares on a fully diluted basis (the "Minimum Percentage"). Parent and Acquisition Sub expressly reserves reserve the right to waive any condition set forth in Annex A, to change the form or amount payable per Share in the Offer or modify (including the Offer Price) and to make any other changes in the terms and conditions of the Offer; provided, except thathowever, that without the prior written consent of the Company, Sub shall not and Parent shall not amend, or permit Sub to be amended, the Offer to (i) reduce decrease the number of shares of Company Common Stock subject to the OfferOffer Price, (ii) reduce change the price per share consideration into a form other than cash, (iii) add any conditions to the obligation of Company Common Stock Acquisition Sub to be paid accept for payment and pay for Shares tendered pursuant to the Offer, (iiiiv) waive or change amend (other than to waive) the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to or the holders of Company Common Stock or add to the other conditions set forth in Exhibit Annex A, or (v) except as provided in reduce the next sentence, extend the Offer or (vi) change the form maximum number of consideration payable Shares to be purchased in the Offer. Notwithstanding If on the foregoing, Sub may, without the consent of the Company, (A) if at the initial scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the "Initial Expiration Date"), which shall be 20 business days after the date the Offer is commenced, all conditions to Sub's obligation to purchase shares of Company Common Stock are the Offer shall not have been satisfied or waived, extend the Offer for such period as Acquisition Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration datemay, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable from time to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period"time, in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub toits sole discretion, extend the expiration date of the Offer in such increments (the "Expiration Date"); provided, however, that, except as Sub may determine until set forth below, the earliest to occur Expiration Date, as extended, shall be no later than the date that is 40 business days immediately following the Initial Expiration Date. Notwithstanding the foregoing, if on the Initial Expiration Date, the applicable waiting period (and any extension thereof) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (wxxx "XXX Xxx") xx respect of the satisfaction Offer shall not have expired or waiver of such condition, (x) Parent reasonably determines that such condition been terminated and all other conditions to the Offer is not capable of being shall have been satisfied on or prior waived other than the Minimum Condition, Acquisition Sub shall be required to extend the Expiration Date until such waiting period shall have expired or been terminated, subject to the Outside Date (as defined in provisions of Section 8.01(b)(i9.1(b)(ii)). Acquisition Sub shall, (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this AgreementOffer, Sub shall accept for payment and pay for all shares of Company Common Stock validly Shares tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after as it is legally permitted to do so under this Agreement and applicable law. The Offer shall be made by means of an offer to purchase (the expiration of "Offer to Purchase") containing the Offerterms set forth in this Agreement, the Minimum Percentage and the conditions set forth in Annex A hereto.

The Offer. (a) Subject to the conditions of this Agreement, as As promptly as practicable after the date of this Agreement (but in no event later than five ten (10) business days after the public announcement date of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date EXHIBIT A (any of the Offer shall which may be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934waived by Sub in its sole discretion, except as amended (the "EXCHANGE ACT")otherwise provided herein). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the OfferOffer or reduce or waive the Minimum Tender Condition, (ii) reduce the price consideration per share of Company Common Stock to be paid pursuant to the OfferOffer below the Offer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit EXHIBIT A, (viv) except as provided in the next sentence, extend the Offer or (viv) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Aa) extend the Offer for up to forty-five (45) days, if at the initial scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause which shall be twenty (A20) or otherwisebusiness days following the commencement of the Offer) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days Offer, if all of the conditions set forth in Exhibit A other than to the Minimum Tender Condition have been Offer are satisfied or waived at but the number of the Shares validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares on a Fully Diluted Basis, for an aggregate period not to exceed twenty (20) business days (for all such scheduled or extended expiration dateextensions); PROVIDED, that Sub shall immediately accept and promptly pay for all Company Common Stock tendered prior to the date of an extension pursuant to clause (B) and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension, (BC) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer Offer, and (CD) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period in increments of not more than ten twenty (20) business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In additiondays, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived if at the initial scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (wor any extension thereof) the satisfaction waiting period (and any extension thereof) applicable to any of the Transactions under the HSR Act shall not have been terminated or waiver shall not have expired or any consents, approvals and filings under any foreign antitrust law, the absence of such conditionwhich would prohibit the consummation of the Merger, (x) Parent reasonably determines that such condition to the Offer is shall not capable of being satisfied on have been obtained or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Datemade. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, with respect to any extension of the Offer, as soon as practicable after shares of Company Common Stock are validly tendered. 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 of Company Common Stock tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Sub or Parent of their respective obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for shares of Company Common Stock validly tendered and accepted for payment.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VI hereof and so long as none of the conditions of this Agreementevents set forth in Annex A hereto (the "TENDER OFFER CONDITIONS") shall have occurred and are continuing, as promptly as practicable after the date of this Agreement (practicable, but in no event later than five the fifth business days day after the public announcement date of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))) the Offer. The obligations of Sub to accept for payment and to pay for any shares of Common Stock validly tendered and not withdrawn prior to the expiration of the Offer shall be subject only to the Tender Offer Conditions, any of which may be waived by Parent or Sub; provided, however, that neither Parent or Sub shall waive the Minimum Condition (as defined in Annex A) without the prior written consent of the Company. The Tender Offer Conditions are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such Tender Offer Conditions and, subject to the immediately preceding sentence, may be waived by Parent and Sub in whole or in part. Parent and Sub expressly reserves reserve the right to waive any condition to the Offer or modify the terms of the Offer, except thatincluding without limitation to extend the Offer beyond any scheduled expiration date; provided, however, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to be purchased in the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive add to the Tender Offer Conditions or change otherwise modify the Minimum Tender Condition (as defined Offer Conditions in Exhibit A), (iv) modify in any a manner that is adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (viiv) change the form of consideration payable in the Offer. Notwithstanding Parent and Sub covenant and agree that, subject to the foregoingterms and conditions of this Agreement, including, but not limited to, the Tender Offer Conditions, unless the Company otherwise consents in writing, Sub may, without will accept for payment and pay for the consent Common Stock in accordance with Rule 14e-1(c) of the CompanyExchange Act; provided, however, that unless (Ai) if at any Person has made an Acquisition Proposal (as hereinafter defined), or (ii) any of the scheduled or any conditions of the Offer set forth in Annex A hereto shall not have been satisfied, the expiration date may not be extended beyond the 10th business day after the initial expiration date of the Offer without the Company's prior written consent, such consent not to be unreasonably withheld (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waivedit being expressly understood and agreed that, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit Annex A other than the Minimum Tender Condition hereto shall have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In additionno Person has made an Acquisition Proposal, Sub may make available a "subsequent offering period"shall have the right, in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offerits sole discretion, at the request of the Company, Sub shall, and Parent shall cause Sub to, to extend the expiration date of (through one or more extensions) through the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable 10th business day after the initial expiration of the Offerdate).

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence amend the Existing Offer within to reflect the meaning terms and conditions of this Agreement, including the applicable rules purchase price of $50.00 per share of Company Common Stock (and regulations of associated Right), net to the Securities and Exchange Commission seller in cash, without interest thereon (the "SECOffer Price"), and to set [insert date that is 10 business days from day following date of agreement] (the "Initial Expiration Date"), as the expiration date for the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AStock, (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waivedsatisfied, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration date, and (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (C) if Offer. In addition, if, at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at all the request conditions to the Offer have been satisfied or waived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90 percent of the outstanding Company Common Stock, without the consent of the Company, Sub shall, and Parent shall cause Sub to, extend (subject to applicable law) have the expiration date right to provide for a "subsequent offering period" (as contemplated by Rule 14d-11 of the Offer in such increments as Sub may determine until SEC) for up to 20 business days after Sub's acceptance for payment of the earliest to occur shares of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition Company Common Stock then tendered and not withdrawn pursuant to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside DateOffer. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer or (in the case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of (i) Provided that this Agreement (but shall not have been terminated in no event later than five business days after the public announcement of this Agreement)accordance with Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer (within the meaning of Rule 14d-2 promulgated by the applicable rules and regulations of the United States Securities and Exchange Commission (the "“SEC"”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer; provided, that the Offer shall be commenced no earlier than May 17, 2012, and in no event later than May 31, 2012. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date A (the “Offer Conditions”). Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall be expire on midnight (Eastern time) at the end of the day on the 20th business day Business Day following the commencement of the Offer (determined using Rules Rule 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934Act) (such date, as amended the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date to which the Offer has been so extended pursuant to and in accordance with this Agreement (the "EXCHANGE ACT")Initial Expiration Date or such other date to which the Offer has been extended, is referred to as the “Expiration Date”). Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Parent shall not permit Merger Sub to to) (iA) reduce the number of shares of Company Common Stock subject to the Offer, (iiB) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iiiC) waive or change the Minimum Tender Condition (as defined in Exhibit A), (ivD) impose conditions or requirements to the Offer that are different than or in addition to the Offer Conditions or modify or amend any Offer Condition in any a manner adverse adverse, or that reasonably would be expected to be adverse, in a material respect to the holders of Company Common Stock or add to the conditions set forth in Exhibit AStock, (vE) except as provided in the next sentence, extend the Offer (except as required or permitted by the other provisions of this Section 1.1), (viF) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, Offer or (AG) if at the scheduled or any extended expiration date of otherwise amend the Offer (whether extended pursuant in any manner adverse in a material respect to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares holders of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be Stock. As used in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.“

The Offer. (a) Subject to Provided that none of the conditions of this Agreementset forth on Exhibit A hereto shall have occurred and be continuing, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement (on the date hereof or the following day) by Parent and the Company of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer (within the meaning of the applicable rules and regulations of Rule 14d-2 under the Securities and Exchange Commission Act of 1934, as amended (the "SECExchange Act")), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered and not withdrawn pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended A (the "EXCHANGE ACTOffer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion; provided that, without the express written consent of the Company, Sub may not waive the Stockholder Agreement Condition (as defined in Exhibit A)). Sub expressly reserves the right right, subject to waive any condition compliance with the Exchange Act, to the Offer or modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive add to or change modify the Minimum Tender Condition (as defined in Exhibit A)Offer Conditions, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) amend or alter any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer for a specified period, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and Offer, (C) if at the scheduled or any extended expiration date of extend the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) for up to ten business days if there have not been validly tendered and not withdrawn in prior to the Offerexpiration of the Offer such number of Shares that, together with Shares subject to the Stockholder Agreement which have not been validly tendered, would constitute at least 90% of the fully diluted Shares as of the date of determination and (D) extend the Offer for a period of not any reason for up to two business days; provided that no more than ten business days in the aggregate beyond the latest expiration date that would otherwise three extensions shall be permitted under clause clauses (AC) or and (BD) of this sentence. In addition, Sub may make available a "subsequent offering period", Subject only to the conditions set forth in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the CompanyExhibit A, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement by Parent and the Company of the execution and delivery of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Sub toSub, and of Parent to cause Sub toSub, to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are shall be subject to the conditions set forth in Exhibit A. The initial expiration date of A (the "Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3Conditions") and 14d-2 promulgated under to the terms and conditions of this Agreement. Sub expressly reserves the right, subject to compliance with the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")). Sub expressly reserves the right , to waive any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive add to or change modify (other than by waiver) the Minimum Tender Condition (as defined in Exhibit A)Offer Conditions, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentencetwo sentences, extend the Offer or Offer, (viv) change the form of consideration payable in the Offer, (vi) waive the Minimum Condition (as defined in Exhibit A), or (vii) amend or alter any other term of the Offer in any manner materially adverse to the holders of the Shares. Notwithstanding the foregoing, at any time prior to termination of this Agreement, Sub may, without the consent of the Company, extend the Offer, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and Offer, (C) if at for a period not to exceed an aggregate of 10 business days, notwithstanding that all conditions to the scheduled or any extended Offer are satisfied as of such expiration date of the Offer Offer, if, immediately prior to such expiration date (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer, when added to the number of shares of Company Common Stock to be received by Sub upon conversion of all of the Series E Preferred Stock to be held by Sub upon consummation of the Preferred Stock Purchase Agreement, equal less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in as of the scheduled expiration date of the Offer, as it may be extended from time to time, and (D) until 10 business days following the expiration of the 10 business day period referred to in clause (iv) of condition (c) of Exhibit A and, if such clause (iv) of condition (c) shall not have been satisfied, for so long as Parent and Sub shall determine until, in their sole discretion, all conditions of the Offer are satisfied or waived. Without limiting the right of Sub to extend the Offer for a period of not more than ten business days in pursuant to the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this immediately preceding sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that (i) the Minimum Tender Condition has not been satisfied or waived (ii) any condition set forth in paragraph (a) of Exhibit A is not satisfied at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine of five business days each until the earliest to occur of (wx) the satisfaction or waiver of the Minimum Condition or such other condition, (x) or Parent reasonably determines that such condition to the any Offer Condition is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i))October 15, 1999, (y) the termination of this Agreement in accordance with its terms and (z) October 15, 1999; PROVIDED, HOWEVER, that if any person or group (within the Outside Datemeaning of Section 13(d)(3) of the Exchange Act) has publicly made an Acquisition Proposal (as defined in Section 6.02(b)) or disclosed in writing its intention to make an Acquisition Proposal, Sub shall not be required pursuant to this sentence to extend the Offer for more than five business days from the date of such publication or written disclosure of such Acquisition Proposal unless the Company's Board of Directors has reaffirmed its recommendation that the stockholders of the Company accept the Offer. On Subject to the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. The Merger Agreement provides that the Purchaser will (aand that Pinnacle will cause Purchaser to) Subject to commence the conditions of this Agreement, Offer as promptly as practicable but in no event more than ten business days after the date of this Agreement (but in no event later than five business days after the public announcement of this Merger Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning . The obligations of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub toPurchaser, and of Parent Pinnacle to cause Sub tothe Purchaser, commence to consummate the Offer in accordance with its terms, and to promptly accept for payment, payment and pay for, any shares of Company Common Stock for all Shares validly tendered and not validly withdrawn pursuant to the Offer are will be subject to the conditions set forth in Exhibit A. The initial expiration date satisfaction or waiver by the Purchaser of the conditions (the “Offer shall be the 20th business day following the commencement Conditions”) described in Section 15—“Conditions of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub Offer.” The Purchaser expressly reserves the right right, at any time, in its sole discretion, to waive any condition Offer Condition in whole or in part, or to the Offer or modify the terms of the Offer; provided, except thathowever, that without the prior written consent of Boulder, the Company, Sub shall Purchaser will not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) change, modify or waive or change the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) add to the Offer Conditions or change, modify or waive any Offer Condition in any a manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AShares, (v) extend or otherwise change the expiration date of the Offer (except as provided in required or permitted by the next sentenceMerger Agreement), extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoingOffer or (vii) otherwise amend, Sub may, without the consent modify or supplement any of the Company, (A) if at the scheduled or any extended expiration date other terms of the Offer (whether extended pursuant in any manner adverse to this clause (A) or otherwise) any the holders of the conditions Shares. The Offer is initially scheduled to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waivedexpire at 12:00 midnight, extend New York City time, on January 7, 2016, which is the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five twentieth business days if all day following the commencement of the conditions set forth Offer. Subject to the Parties’ rights to terminate the Merger Agreement in Exhibit A accordance with its terms and the Purchaser’s right to waive any Offer Condition other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date(as described in Section 15—“Conditions of the Offer”), the Purchaser is required to (Band Pinnacle is required to cause the Purchaser to) (i) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and Offer, (Cii) if at subject to the scheduled limitation described in the immediately following sentence, if, on the initial Expiration Date or any extended expiration subsequent date as of which the Offer less than 90% is Table of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the OfferContents scheduled to expire, extend the any Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub towaived, extend the expiration date Offer on one or more occasions in consecutive increments of the Offer in up to five business days each (or such increments longer period as Sub we, Pinnacle and Boulder may determine agree) until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that time as each such condition to has been satisfied or waived and (iii) if, on the initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, each Offer Condition has been satisfied or waived and the Bank Marketing Period (as such term is defined in the Merger Agreement and described in Section 12—“The Transaction Documents—The Merger Agreement—Financing”) did not capable of being satisfied end on or prior to the Outside Date immediately preceding business day, extend the Offer for one or more periods of up to five business days each (the length of such period to be determined by Pinnacle) until such time as defined the Bank Marketing Period has ended; provided, however, that (1) in Section 8.01(b)(i))no event will the Purchaser be required to extend the Offer beyond March 23, (y) 2016 or the valid termination of this the Merger Agreement in accordance with its terms and (z2) if, at any otherwise scheduled expiration of the Outside DateOffer, all of the Offer Conditions except for the Minimum Tender Condition have been satisfied or waived and the Bank Marketing Period has ended, the Purchaser will be required to extend the Offer in consecutive increments of up to five business days each but in no event more than fifteen business days in the aggregate (or such other period as we, Pinnacle and Boulder may agree). On The Offer may not be terminated prior to the Expiration Date (as such expiration date may be extended and re-extended in accordance with this the Merger Agreement) unless the Merger Agreement is validly terminated in accordance with its terms. In the event that the Merger Agreement is terminated in accordance with its terms, the Purchaser will be required to (and Pinnacle will be required to cause the Purchaser to) promptly (and in any event within one business day of such termination), irrevocably and unconditionally terminate the Offer. The Merger Agreement further provides that, subject to the terms and subject to the conditions of the Merger Agreement and satisfaction or waiver by the Purchaser of all of the Offer Conditions, immediately after the Offer expires the Purchaser will, and this AgreementPinnacle will cause the Purchaser to, Sub shall accept for payment (the “Acceptance Time”), and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer (and, in any event, no more than one business day after the Acceptance Time) pay for, all Shares validly tendered and not withdrawn pursuant to the Offer.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement), Sub shall, and Parent shall cause Sub to, commence amend the Existing Offer to reflect the Offer within Price and to make such other amendments as are necessary to conform the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Existing Offer to this Agreement. The obligation of Sub to, and of Parent to cause Sub to, commence amend the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended A (the "EXCHANGE ACTOffer Conditions")) and to the terms and conditions of this Agreement, including the Merger Option (as defined herein) (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). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive or change any Offer Conditions to the Minimum Tender Condition (as defined in Exhibit Aextent permitted by this Agreement), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (viv) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (Ciii) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a any reason on one or more occasions for an aggregate period of not more than ten 15 business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. In addition, in each case subject to the right of Parent, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of or the Exchange ActCompany to terminate this Agreement pursuant to the terms hereof. In the event Parent and Sub agree that the Minimum Tender Condition has not been satisfied or waived if at the any scheduled expiration date of the Offer, at the request Minimum Condition or the HSR Condition (as defined in Exhibit A) shall not have been satisfied and none of the Companyconditions set forth in paragraphs (a), (b), (c), (d), (e), (f), (g) or (h) of Exhibit A shall exist, at therequest of the Company (confirmed in writing), Sub shall extend the Offer from time to time, subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions provisions of this ---------- Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement)November 30, 1998, Sub shall, and Parent shall cause Sub to, commence the Offer commence, within the meaning of Rule 14d-2 under the applicable Securities Exchange Act of 1934, as amended (together with the rules and regulations of the Securities and Exchange Commission (promulgated thereunder, the "SECExchange Act"), the ------------ Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are shall be subject only to the conditions set forth in the attached Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended ------- C (the "EXCHANGE ACTOffer 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 C) without the consent of the Company) and --------- subject to the rights of Parent or Sub to terminate this Agreement as provided in Section 8.1. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive or change any Offer Conditions to the Minimum Tender Condition (as defined in Exhibit Aextent permitted by this Agreement), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) amend any other term of the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff --- thereof applicable to the Offer and (Ciii) if all Offer Conditions are satisfied or waived but the number of Shares tendered is at the scheduled or any extended expiration date of the Offer least equal to 75%, but less than 90% %, of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offerthen outstanding number of Shares, extend the Offer for a any reason on one or more occasions for an aggregate period of not more than ten 15 business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. In addition, in each case subject to the right of Parent, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of or the Exchange ActCompany to terminate this Agreement pursuant to the terms hereof. In the event Parent and Sub agree that the Minimum Tender Condition has not been satisfied or waived if at the any scheduled expiration date of the Offer, the Minimum Condition, the HSR Condition (as defined in Exhibit C) or --------- either of the conditions set forth in paragraphs (e) or (f) of Exhibit C shall --------- not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (d) and (g) shall then be satisfied, at the request of the CompanyCompany (confirmed in writing), Sub shall extend the Offer from time to time, subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the conditions of this Agreementterms hereof, as promptly as practicable after the date of this Agreement (practicable, but in no event later than five (5) business days after the public announcement of this Agreement)the execution hereof by the parties, Sub shall, Acquisition shall (and Parent shall cause Sub Acquisition to, ) commence the Offer (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), the Offer for any and all of the Shares, at the Offer Price. Sub The obligation of Acquisition to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Acquisition to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 3.2(a)) and unvested Company Stock Options that vest prior to the Final Date, but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Acquisition expressly reserves the right to waive any condition to increase the Offer Price or modify to make any other changes in the terms and conditions of the Offer; provided, except thathowever, without that unless previously approved by the consent of the CompanyCompany in writing, Sub shall not and Parent shall not permit Sub to no change may be made that (i) reduce decreases the number of shares of Company Common Stock subject to the OfferOffer Price, (ii) reduce changes the price per share form of Company Common Stock consideration to be paid pursuant to in the Offer, (iii) waive or change reduces the Minimum Tender Condition (as defined maximum number of Shares to be purchased in Exhibit A)the Offer, (iv) modify in any manner adverse imposes conditions to the holders of Company Common Stock or add Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Exhibit AAnnex A to broaden the scope of such conditions, (vvi) extends the Offer except as provided in the next sentenceSection 1.1(b), extend the Offer or (vivii) change amends the form of consideration payable in the OfferMinimum Condition. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED It is agreed that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit Annex A are for the sole benefit of Parent and Acquisition and may be waived by Parent and Acquisition, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition have been satisfied or waived Condition, as to which prior written Company approval is required. The failure by Parent and Acquisition at such scheduled or extended expiration date, (B) extend the Offer for any period required by time to exercise any rule, regulation, interpretation or position of the SEC or foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the staff thereof applicable to the Offer and (C) if at the scheduled Company or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly its subsidiaries will be tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.8

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII and the conditions Company shall have complied with its obligations under Section 1.3(c), as promptly as reasonably practicable, and in any event within ten (10) calendar days of the date of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (including the "EXCHANGE ACT"rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer. The obligations of Merger Sub, and of Parent to cause Merger Sub, 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 A hereto) and (ii) the satisfaction or waiver by Merger Sub or Parent of each of the other conditions set forth in Exhibit A hereto (together with the Minimum Condition, the “Offer Conditions”). Merger Sub expressly reserves the right right, in its sole discretion, to waive any condition to (A) increase the Offer Price, (B) waive, in whole or in part, any Offer Condition (other than the Minimum Condition), or (C) modify any of the other terms or conditions of the Offer, except that, unless otherwise provided by this Agreement, without the written consent of the Company, Merger Sub shall not and Parent shall not permit Sub to (i1) reduce the number of shares of Company Common Stock subject to the OfferOffer Price, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (vi2) change the form of consideration payable in the Offer (other than by adding consideration), (3) reduce the number of Shares subject to the Offer. Notwithstanding , (4) waive or change the foregoingMinimum Condition, Sub may(5) add conditions or requirements to the Offer Conditions, without (6) extend or change the consent expiration of the CompanyOffer except as required or permitted by Section 1.1(b), or (A7) if at the scheduled modify any Offer Condition or any extended expiration term of the Offer set forth in this Agreement in a manner adverse to the holders of Shares. (b) The Offer shall expire at one (1) minute following 11:59 p.m., New York City time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer (whether such initial expiration date and time, the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment the date and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant time to which the Offer that Sub becomes obligated has been so extended (the Initial Expiration Date, or such later date and time to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.which

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement)practicable, Merger Sub shall, and Parent shall cause Merger Sub 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 Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and to accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day Business Day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"Rule 14d-1(g)(3)). Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock or add to Stock, (iv) extend the conditions set forth in Exhibit AOffer, (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the OfferOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (Ai) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days (5) Business Days each, if all at the scheduled expiration date of the Offer any of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been to Merger Sub’s obligation to purchase Shares are not satisfied, until such time as such conditions are satisfied or waived at such scheduled or extended expiration date, (Bii) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) Offer. In addition, if at the any otherwise scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend any condition to the Offer for a period of is not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In additionsatisfied, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the expiration date Offer at the request of the Offer Company for not less than five (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 that Merger Sub shall not be required to make available such increments as Sub may determine until a subsequent offering period in the earliest to occur of (w) the satisfaction or waiver of such conditionevent that, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i))commencement of such subsequent offering period, (y) Parent and Merger Sub, directly or indirectly own more than 80% of the termination of this Agreement in accordance with its terms and (z) the Outside DateFully Diluted Shares. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall accept for payment and cause Merger Sub to, pay for all shares of Company Common Stock 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. The time at which Merger Sub initially accepts Shares for payment pursuant to the Offer shall be referred to herein as the (“Acceptance Time”).

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after practicable, but no sooner than fifteen (15) Business Days from the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement)hereof, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the "“SEC"”). The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and or accept for payment, payment and pay for, for any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. Upon expiration of the Offer in accordance with the terms of this Agreement and satisfaction or waiver, to the extent waivable, of the conditions set forth in Exhibit A, Parent shall cause Sub to accept and pay for the tendered shares of Company Common Stock in accordance with the terms of this Agreement. The initial expiration date of the Offer shall be the 20th business day later of the 45th Business Day following the commencement of the Offer (determined using Rules 14d-1(g)(3Rule 14d-2 of the SEC) and 14d-2 promulgated under or the Securities Exchange Act day of 1934, as amended (the "EXCHANGE ACT"))MBO Pre-Closing. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AStock, (viv) except as provided below in the next sentencethis Section 1.01(a), extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoingforegoing but subject to Section 7.01, Sub may, without the consent of the Company, (A) if extend the Offer for one or more periods of time that Sub reasonably believes are necessary to cause the conditions of the Offer set forth in Exhibit A hereto to be satisfied if, at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) Offer, any of the conditions to Sub's ’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and Offer, (C) if at extend the scheduled or any extended Offer for up to four (4) Business Days following Parent’s receipt of written notice pursuant to Section 4.02(b), (D) extend the Offer for a single period of time not exceeding five (5) Business Days beyond the latest expiration date of the Offer that would otherwise be permitted under subclauses (A), (B) or (C) of this Section 1.01, if on such date more than 80% but less than 90% of the Fully Diluted Shares shares of Company Common Stock (as defined in Exhibit Adetermined on a fully diluted basis) have has been validly tendered and not withdrawn in pursuant to the Offer, extend or (E) revise the terms of the Offer to be consistent with any amendment to the MBO Agreement or the terms of any other agreement for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 sale of the Exchange ActMBO Business entered into pursuant to Section 4.02(e) hereof. In Parent and Sub agree that if all of the event that conditions to the Minimum Tender Condition has Offer are not been satisfied or waived at the on any scheduled expiration date of the Offer, at the request of then, if requested by the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date Offer for one or more periods of time that Company reasonably believes are necessary to cause the conditions of the Offer set forth in Exhibit A hereto to be satisfied, from time to time, until such increments as conditions are satisfied or waived, provided that Sub may determine until the earliest shall not be required to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to extend the Offer is not capable of being satisfied on or prior to beyond the Outside Date (as defined in Section 8.01(b)(i7.01(b)(i)), . Parent and Sub shall not terminate the Offer prior to any scheduled expiration date (yas the same may be extended or required to be extended) without the termination prior written consent of the Company except in the event this Agreement is terminated pursuant to Section 7.01. If the Minimum Tender Condition has been satisfied, Sub may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) following its terms and (z) acceptance for payment of shares of Company Common Stock in the Outside DateOffer. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable practicable, but no later than two (2) Business Days after the expiration of the Offer.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than within five business days after the first public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer commence, within the meaning of Rule 14d-2 under the applicable Securities Exchange Act of 1934, as amended (including the rules and regulations of the Securities and Exchange Commission (promulgated thereunder, the "SECExchange Act"), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are shall be subject to the conditions set forth in Exhibit A. A (the "Offer Conditions"). The initial expiration Offer shall initially expire twenty (20) business days after the date of the Offer shall be the 20th business day following the commencement of its commencement, unless this Agreement is terminated in accordance with Article VIII, in which case the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer whether or modify not previously extended in accordance with the terms hereof) shall expire on such date of termination. Without the Offer, except that, without the prior written consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject impose conditions to the OfferOffer in addition to the Offer Conditions, (ii) reduce modify or amend the price per share Offer Conditions or any other term of Company Common Stock to be paid pursuant the Offer in a manner adverse to the Offerholders of shares of Common Stock, (iii) waive or change amend the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse reduce the number of shares of Common Stock subject to the holders of Company Common Stock or add to the conditions set forth in Exhibit AOffer, (v) reduce the Per Share Amount, (vi) except as provided in the next following sentence, extend the Offer, if all of the Offer Conditions are satisfied or waived, or (vivii) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, extend the Offer at any time, and from time to time, (Ai) if at the then scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase accept for payment and pay for shares of Company Common Stock are shall not have been satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration date, waived; (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the its staff thereof applicable to the Offer and Offer; or (Ciii) if at all Offer Conditions are satisfied or waived but the scheduled or any extended expiration date number of the Offer shares of Common Stock tendered is less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offerthen outstanding number of shares of Common Stock, extend the Offer for a an aggregate period of not more than ten 10 business days in the aggregate (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. In addition, Sub may make available a "subsequent offering period", So long as this Agreement is in accordance with Rule 14d-11 of effect and the Exchange Act. In the event that the Minimum Tender Condition has Offer Conditions have not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Companywaived, Sub shall, and Parent shall cause Sub to, extend the expiration date of cause the Offer in such increments as Sub may determine until the earliest not to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition expire. Subject to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement(but subject to the right of termination in accordance with Article VIII), Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions terms of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days Business Days) after the public announcement date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer commence, within the meaning of Rule 14d-2 under the applicable Securities Exchange Act of 1934, as amended (together with the rules and regulations of promulgated thereunder, the Securities and “Exchange Commission (Act”), the "SEC")Offer. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. A (the “Offer Conditions”). The initial expiration date of the Offer shall be expire at midnight, New York City time, on the 20th business day Business Day following the commencement of the Offer (determined using Rules pursuant to Rule 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act Act) (such time, the “Initial Expiration Date,” and such time, or such subsequent time to which the expiration of 1934the Offer is extended in accordance with the terms of this Agreement, as amended (the "EXCHANGE ACT")“Expiration Date”). Merger Sub expressly reserves the right right, in its sole discretion, to waive waive, in whole or in part, any condition to the Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the Company, Merger Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) change, modify or waive or change the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AA or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Company Common Stock, (v) except as otherwise provided in the next sentencethis Section 1.1(a), extend or otherwise change the Offer or Expiration Date of the Offer, (vi) change the form of consideration payable in the OfferOffer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any holders of Company Common Stock. Notwithstanding anything in this Agreement to the foregoingcontrary, Merger Sub may, in its sole discretion, without the consent of the Company, (A) if at without limiting Parent’s or Merger Sub’s obligations under the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waivedfollowing sentence, extend the Offer for on one or more occasions, in consecutive increments of up to five Business Days (or such longer period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days the parties hereto may agree) each, if all on any then-scheduled Expiration Date of the conditions set forth in Exhibit A other than Offer any of the Minimum Tender Condition Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or waived at such scheduled or extended expiration dateMerger Sub, waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer and (C) if at extend the scheduled or any extended expiration date Offer so that the number of shares of Company Common Stock that will be purchased by Merger Sub in the Offer, when combined with the Top-Up Shares to be issued to Merger Sub upon exercise of the Offer less Top-Up Option, would result in Merger Sub owning one more share than 90% of the Fully Diluted Shares shares of Company Common Stock outstanding. Parent and Merger Sub agree that, to the extent requested in writing by the Company prior to any then-scheduled Expiration Date of the Offer, Merger Sub shall (as defined in Exhibit and Parent shall cause Merger Sub to) (A) if any of the Offer Conditions set forth in clause (ii) of Exhibit A or in paragraph (a) or (b) of clause (iii) of Exhibit A shall not have been validly tendered satisfied or, to the extent waivable by Parent or Merger Sub, waived, and not withdrawn in provided that it is reasonably expected that such condition or conditions shall be satisfied prior to the OfferTermination Date, extend the Offer on one or more occasions, in consecutive increments of up to five Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions are satisfied (but not beyond the Termination Date) and (B) if any of the Minimum Tender Condition or the Offer Conditions set forth in paragraph (d) or (e) of clause (iii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived on such then-scheduled Expiration Date, but all the other Offer Conditions set forth in Exhibit A shall be satisfied on such then-scheduled Expiration Date, extend the Offer on one or more occasions, in consecutive increments of up to five Business Days (or such longer period as the parties hereto may agree) each, for a an aggregate period of time of not more than ten business days in 20 Business Days; provided, however, that Merger Sub shall not be required to extend the aggregate Offer beyond the latest expiration date Termination Date; and provided further, that would otherwise Merger Sub shall not be permitted under clause (A) required to extend the Offer for more than three Business Days after the Company delivers or (B) is required to deliver to Parent a notice with respect to a Takeover Proposal that has been received by the Company, any of this sentence. In addition, Sub may make available a "subsequent offering period", its controlled Affiliates or any of their respective Representatives in accordance with Rule 14d-11 of Section 5.2, except to the Exchange Act. In the event extent that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend prior to the expiration date of the Offer (as it may be extended by such three Business Day period), the Takeover Proposal giving rise to such notice has been withdrawn or the Board of Directors of the Company has rejected the Takeover Proposal giving rise to such notice and, in such increments as Sub may determine until each case, the earliest to occur Board of (w) Directors of the satisfaction Company has reconfirmed the Company Recommendation and the withdrawal or waiver rejection of such conditionTakeover Proposal, (x) Parent reasonably determines that such condition to and the Offer is not capable reconfirmation of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) Company Recommendation has been publicly announced by the termination of this Agreement in accordance with its terms and (z) the Outside DateCompany. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for (subject to any withholding of Tax pursuant to Section 1.1(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration Expiration Date of the Offer. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right, in its sole discretion, to extend the Offer for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act following the Offer Closing, and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right. The Offer may not be terminated prior to its Expiration Date, unless this Agreement is validly terminated in accordance with Article VIII or Exhibit A. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.1, prior to the acceptance for payment of Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the registered holders thereof. Nothing contained in this Section 1.1(a) shall affect any termination rights in Article VIII, as to the Agreement, or in Exhibit A, as to the Offer.

The Offer. (a) Subject Provided that this Agreement has not been terminated pursuant to the conditions of this AgreementSection 7.01, as promptly as reasonably practicable (and, in any event, within five (5) Business Days after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer commence, within the meaning of Rule 14d-2 promulgated under the applicable rules and regulations of Exchange Act, the Securities and Exchange Commission (the "SEC")Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. Annex II (the “Offer Conditions”). The initial expiration date of the Offer shall be initially expire at 11:59 p.m. (New York City time) on the 20th business day date that is twenty (20) Business Days following the commencement of the Offer (determined using Rules Rule 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act). Sub expressly reserves the right to waive waive, in whole or in part, any condition to the Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the CompanyCompany (which in the case of clause (viii) below shall not be unreasonably withheld, conditioned or delayed; provided, however, that, with respect to clause (viii) below, the Company may withhold consent if, at any time prior to any “subsequent offering period,” the Top-Up Option is exercisable in accordance with Section 1.03), Sub shall not not, and Parent shall not permit Sub to to, (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) amend, modify or waive or change the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to the holders any holder of Company Common Stock or add to the conditions set forth in Exhibit AStock, (v) except as expressly provided in the next sentencethis Section 1.01(a), terminate, extend or otherwise amend or modify the Offer or expiration date of the Offer, (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may(vii) otherwise amend, without the consent modify or supplement any of the Company, (A) if at the scheduled or any extended expiration date terms of the Offer (whether extended pursuant in any manner adverse to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares holder of Company Common Stock are not satisfied or waived(viii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Notwithstanding any other provision of this Agreement to the contrary, Sub shall, and Parent shall cause Sub to, (i) extend the Offer for on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all the parties may agree) each, if, at any then-scheduled expiration of the conditions set forth in Exhibit A Offer, any Offer Condition (other than the Minimum Tender Condition Condition) shall not have been satisfied or waived, until such time as each such condition shall have been satisfied or waived at such scheduled or extended expiration date, and (Bii) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of Offer; provided, however, that Sub shall not be required to extend the Offer less than 90% beyond the Outside Date. Notwithstanding any other provision of this Agreement to the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in contrary, if, at any then-scheduled expiration of the Offer, extend each Offer Condition (other than the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (AMinimum Tender Condition) shall have been satisfied or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that waived and the Minimum Tender Condition has shall not have been satisfied or waived at the scheduled expiration date of the Offersatisfied, at the request of then Sub may and, if requested by the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date Offer by increments of five (5) Business Days; provided, that the maximum number of days that the Offer may be extended pursuant to this sentence shall be twenty (20) Business Days unless mutually agreed in such increments as writing by the Company and Parent; provided, further, that Sub may determine until the earliest shall not be required to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to extend the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) beyond the Outside Date. On Upon the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, (x) immediately following any then-scheduled expiration of the Offer (if each Offer Condition shall have been satisfied or, if permitted by this Agreement, waived at such time) accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer Shares that Sub becomes obligated to purchase pursuant to the Offer and (y) following such acceptance, and as soon as practicable after on the Business Day that immediately follows the date on which the Offer expired, pay for all such Shares. The time at which such acceptance occurs is referred to in this Agreement as the “Acceptance Time.” The time at which both (i) sufficient funds for the payment of Shares pursuant to and subject to the conditions of the Offer and this Agreement have been deposited with the Paying Agent and (ii) the Acceptance Time has occurred is referred to in this Agreement as the “Offer Closing.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.01(a), unless this Agreement is validly terminated in accordance with Section 7.01 or otherwise expressly provided in this Section 1.01(a). If (i) at any then-scheduled expiration of the Offer, (x) each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived, (y) the Minimum Tender Condition shall not have been satisfied and (z) no further extensions or re-extensions of the Offer are permitted or required pursuant to this Section 1.01(a) or (ii) this Agreement is terminated pursuant to Section 7.01, then, in each case, Sub shall promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. The termination of the Offer pursuant to clause (i) of the immediately preceding sentence is referred to in this Agreement as the “Offer Termination,” and the date on which the Offer Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Sub, or this Agreement is terminated in accordance with Section 7.01, Sub shall promptly return, and shall cause any depository acting on behalf of Sub to return, all tendered Shares to the registered holders thereof.

The Offer. (a) Subject to the conditions of this Agreement, as As promptly as practicable after the date of this Agreement (but in no event later than five business days (as defined in Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after the public announcement date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"Rule 14d-1(g)(3)). The Offer may not be terminated prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1. Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in any Exhibit A in a manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AStock, (v) except as provided in the next sentence, extend the Offer or (except as expressly provided below), (vi) change the form of consideration payable in the OfferOffer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and Offer. In addition, (Ci) if at the initially scheduled or any extended expiration date of the Offer less than 90% Offer, any of the Fully Diluted Shares (as defined conditions to the Offer set forth in Exhibit A) have been validly tendered and not withdrawn in A (other than any conditions which by their nature are to be satisfied at the closing of the Offer) are not satisfied or, if permitted, waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for a period in increments of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been each until such time as such conditions are satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, waived; provided that Merger Sub shall, and Parent shall cause Sub to, not be required to extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to beyond the Outside Date (as defined in Section 8.01(b)(i8.1(b)(i)); and (ii) if fewer than 90% of the issued and outstanding shares of Company Common Stock are accepted for payment pursuant to the Offer, (y) then Merger Sub may, and at the termination request of this Agreement the Company, shall, and upon any such request of the Company, Parent shall cause Merger Sub to, make available a “subsequent offering period”, in accordance with its terms and Rule 14d-11 promulgated by the SEC under the Exchange Act, of not less than ten business days (z) the Outside Datebut in no event with an expiration date after November 13, 2009). On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall accept for payment and cause Merger Sub to, pay for all shares of Company Common Stock 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. For the avoidance of doubt, the parties hereto agree that vested shares of Restricted Stock may be tendered in the Offer and be acquired by Parent or Merger Sub pursuant to the Offer.

The Offer. (a) Subject to the conditions terms of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days Business Days) after the public announcement date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence amend the Pending Offer within to reflect the meaning execution, terms and conditions of this Agreement. The date on which the applicable rules and regulations of Pending Offer is amended, which shall be the Securities and Exchange Commission (date hereof, is referred to in this Agreement as the "SEC"“Offer Amendment Date”). The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. A (the “Offer Conditions”). The initial Offer shall expire at midnight, New York City time, on the 10th Business Day following the Offer Amendment Date (such time or such subsequent time to which the expiration date of the Offer shall be is extended in accordance with the 20th business day following terms of this Agreement, the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")“Expiration Date”). Merger Sub expressly reserves the right right, in its sole discretion, to waive waive, in whole or in part, any condition to the Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the Company, Merger Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share Offer Price, (iii) change, modify or waive the Minimum Tender Condition; provided that, Parent may, at any time in its sole discretion and without the consent of the Company, amend the Minimum Tender Condition such that the determination of the number of outstanding shares of Company Common Stock to be paid pursuant to on a fully diluted basis shall exclude all options and convertible securities with an exercise price or conversion price greater than the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A)Offer Price, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AA or modify or change any Offer Condition in a manner adverse to any holders of Company Common Stock, (v) except as otherwise provided in the next sentencethis Section 1.1(a), extend or otherwise change the Offer or Expiration Date of the Offer, (vi) change the form of consideration payable in the OfferOffer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any holders of Company Common Stock in their capacity as such. Notwithstanding anything in this Agreement to the foregoingcontrary, Merger Sub may, in its sole discretion, without the consent of the Company, (A) if at without limiting Parent’s or Merger Sub’s obligations under the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waivedfollowing sentence, extend the Offer for on one or more occasions, in consecutive increments of up to ten Business Days (or such longer period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days the parties hereto may agree) each, if all on any then-scheduled Expiration Date of the conditions set forth in Exhibit A other than Offer any of the Minimum Tender Condition Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or waived at such scheduled or extended expiration dateMerger Sub, waived, and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer Offer. Parent and Merger Sub agree that, to the extent requested in writing by the Company prior to any then-scheduled Expiration Date of the Offer, Merger Sub shall (Cand Parent shall cause Merger Sub to) (A) if at the scheduled or any extended expiration date of the Offer less than 90% Conditions set forth in paragraph (a) or (b) of the Fully Diluted Shares clause (as defined in ii) of Exhibit A) A shall not have been validly tendered satisfied or, to the extent waivable by Parent or Merger Sub, waived, and not withdrawn in provided that it is reasonably expected that such condition or conditions shall be satisfied prior to the OfferTermination Date, extend the Offer on one or more occasions, in consecutive increments of up to ten Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions are satisfied (but not beyond the Termination Date) and (B) if any of the Minimum Tender Condition or the Offer Conditions set forth in paragraph (d) or (e) of clause (ii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived on such then-scheduled Expiration Date, but all the other Offer Conditions set forth in Exhibit A shall be satisfied on such then-scheduled Expiration Date, extend the Offer on one or more occasions, in consecutive increments of up to five Business Days (or such longer period as the parties hereto may agree) each, for a an aggregate period of time of not more than ten business days in 20 Business Days; provided, however, that (i) Merger Sub shall not be required to extend the aggregate Offer beyond the latest expiration date that would otherwise be Termination Date or at any time Parent or Merger Sub is permitted under clause to terminate this Agreement pursuant to Article VIII and (Aii) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that if the Minimum Tender Condition has is not been satisfied, but all other Offer Conditions are satisfied or waived at the scheduled expiration date of the Offerwaived, at the request of the Company, Merger Sub shall, and Parent shall cause Sub to, only be obligated to extend the expiration date of the Offer in such increments as Sub may determine until the earliest for one additional period not to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered exceed and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offerless than ten (10) Business Days.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as reasonably practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer (within the meaning of Rule 14d-2 under the applicable Securities Exchange Act of 1934, as amended (together with the rules and regulations of thereunder, the Securities and "Exchange Commission Act")), an offer (the "SECOffer") for all the outstanding shares of common stock, no par value, of the Company (the "Company Common Stock") at a price per share of the Company Common Stock of $18.85, net to each seller in cash (the "Offer Price"). The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver by Sub of the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of the Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, 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 the Company Common Stock or (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the OfferOffer (other than by adding consideration). Notwithstanding the foregoing, Sub (i) shall extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Exhibit A (other than the Minimum Tender Condition or condition (d), (e) or (h)) to Sub's obligation to purchase shares of the Company Common Stock are not satisfied or waived, until such time as such conditions are satisfied or waived but in no event later than September 30, 2002, and (ii) may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (C) if Offer. In addition, if, at the scheduled or any extended expiration date of the Offer, all the conditions to the Offer have been satisfied or waived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the Fully Diluted Shares outstanding Company Common Stock, without the consent of the Company, Sub shall (as defined in Exhibit Asubject to applicable law) have been validly tendered and not withdrawn in the Offer, extend the Offer right to provide for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with " (as contemplated by Rule 14d-11 of under the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date ), for up to 20 business days after Sub's acceptance for payment of the Offer, at the request shares of the Company, Sub shall, Company Common Stock then tendered and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition not withdrawn pursuant to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside DateOffer. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of the Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer or (in the case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement of this Agreement), Sub shall, and Parent shall cause Sub 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 Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Target Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the consent of the CompanyTarget, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Target Common Stock subject to the Offer, (ii) reduce the price per share of Company Target Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined Condition, add to the conditions set forth in Exhibit A), (iv) A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Target Common Stock or add to the conditions set forth in Exhibit AStock, (viv) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Target Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the CompanyTarget, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Target Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for any reason on one or more occasions for a period of not more than ten five business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Parent and Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 agree that if all of the Exchange Act. In conditions to the event that the Minimum Tender Condition has Offer are not been satisfied or waived at the on any scheduled expiration date of the OfferOffer then, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in provided that all such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent conditions are reasonably determines that such condition to the Offer is not capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied on or prior waived, provided that Sub shall not be required to extend the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) Offer beyond the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of Company Target Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions of this Agreement and the satisfaction or waiver of the conditions of set forth in this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement)March 29, Sub 1999, Acquisition Subsidiary shall, and Parent ServiceMaster shall cause Sub Acquisition Subsidiary to, commence the Offer. ServiceMaster shall not be obligated to commence the Offer within if any state of facts or events shall exist which would entitle ServiceMaster to not acquire the meaning of ARS Shares tendered in response to the applicable rules and regulations of Offer under the Securities and Exchange Commission conditions set forth in Section 9.1, other than the Minimum Condition (the "SEC"as hereinafter defined). The obligation of Sub initial scheduled expiration date for the Offer shall be April 26, 1999. Acquisition Subsidiary shall be obligated to, and of Parent to ServiceMaster shall cause Sub Acquisition Subsidiary to, commence the Offer and accept for payment, and pay forfor as promptly as practicable after the expiration of the Offer, any shares of Company Common Stock all ARS Shares validly tendered pursuant to the Offer are and not withdrawn, subject only to the conditions with respect to the Offer set forth in Exhibit A. The initial expiration date Section 9.1 (any of which may be waived in whole or in part by Acquisition Subsidiary in its sole discretion); provided that, without the Offer consent of ARS, Acquisition Subsidiary shall be not waive the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))Minimum Condition. Sub Acquisition Subsidiary expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the CompanyARS, Sub Acquisition Subsidiary shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock ARS Shares subject to the Offer, (ii) reduce the price Offer Price below $5.75 per share of Company Common Stock to be paid pursuant ARS Share, net to the Offerseller in cash, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions with respect to the Offer set forth in Exhibit ASection 9.1, (viv) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) amend any other term of the Offer in any manner adverse to the holders of the ARS Shares. Notwithstanding the foregoing, Sub Acquisition Subsidiary may, without the consent of the CompanyARS, (A) extend the Offer, if at the initial scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions with respect to Sub's obligation to purchase shares of Company Common Stock are the Offer set forth in Section 9.1 shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or extended expiration datewaived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer on one or more occasions for a an aggregate period of not more than ten 5 business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause clauses (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 if on such expiration date there shall not have been tendered at least 90 percent of the Exchange Actoutstanding ARS Shares. In ServiceMaster will (and will cause Acquisition Subsidiary to) consummate the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer Merger as soon as practicable after the expiration consummation of the Offer.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after no later than ten business days following the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The ; provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are is subject to the Minimum Tender Condition and the satisfaction or waiver of the other conditions set forth in Exhibit A. Annex I. The initial expiration date of the Offer (the "Expiration Date") shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and pursuant to Rule 14d-2 promulgated under by the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")SEC). Sub expressly reserves the right to modify the terms and conditions of the Offer and to waive any condition to the Offer or modify the terms of the Offerset forth in Annex I, except that, without the prior written consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive reduce or change modify the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) modify or add to the conditions set forth in Annex I in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A(other than Parent and its subsidiaries), (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Ai) extend the Offer in increments of not more than ten business days each, if at the scheduled or any extended expiration date Expiration Date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waivedwaived (but in no event, other than the existence of a Company Takeover Proposal, shall Sub be permitted to extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments beyond the 90th business day after the date of not more than five business days if all of this Agreement (the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date"Outside Date")), (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (Ciii) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC) beyond the Outside Date, if at the scheduled or any extended expiration date number of the Offer less than 90% shares of the Fully Diluted Shares (as defined in Exhibit A) Company Common Stock that have been validly tendered and not withdrawn in represent less than 90% of the issued and outstanding shares of Company Common Stock on a fully-diluted basis. Without limiting the right of Sub to extend the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has is not been satisfied or waived at the scheduled expiration date Expiration Date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date Expiration Date of the Offer in such increments as Sub may determine of not more than five business days each until the earliest to occur of (w) the satisfaction or waiver of such conditionthe Minimum Tender Condition, (x) the reasonable determination by Parent reasonably determines that such condition to the Offer Minimum Tender Condition is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i))Date, (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to upon the prior satisfaction or waiver of the conditions of the Offer set forth in Annex I, (i) Parent shall provide or cause to be provided to Sub, and this Agreementdeposited with the Paying Agent referred to in Section 2.02 on a timely basis, funds necessary to accept for payment, and to pay for, any Shares tendered pursuant to the Offer and (ii) Sub shall, and Parent shall cause Sub to, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer and in any event not later than three business days after such expiration.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as reasonably practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of Rule 14d-2 under the applicable Securities Exchange Act of 1934, as amended (such Act and the rules and regulations of the Securities and Exchange Commission (promulgated thereunder being referred to herein as the "SECExchange Act")) the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))A attached hereto. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price Merger Consideration per share of Company Common Stock to be paid pursuant to the OfferOffer (except as provided in Section 2.01(e) above), (iii) waive or change the Minimum Tender Condition (as defined Condition, add to the conditions set forth in Exhibit A), (iv) A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit AStock, (viv) except as provided in the next sentence, extend the Offer or Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and Offer, (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for any reason on one or more occasions for a period of not more than ten five business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available sentence and (D) extend the Offer to permit a "subsequent offering period", period in accordance with Rule 14d-11 of as promulgated by the SEC under the Exchange Act. In Parent and Sub agree that if all of the event that conditions to the Minimum Tender Condition has Offer are not been satisfied or waived at the on any scheduled expiration date of the OfferOffer then, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in provided that all such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent conditions are reasonably determines that such condition to the Offer is not capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied on or prior waived, provided that Sub shall not be required to extend the Outside Date (as defined in Section 8.01(b)(i))Offer beyond January 15, (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date2002. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall accept for payment and cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the conditions of this AgreementAgreement and provided that this Agreement has not been terminated in accordance with Article VIII, as promptly as practicable after the date of this Agreement (but in no event later than five ten business days after the public announcement date of this Agreement), Sub shall, and Parent shall cause Sub 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 Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer are subject to the conditions set forth in Exhibit A. A (the “Offer Conditions”). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules Rule 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”)). Sub expressly reserves the right to waive any condition to the Offer Condition or modify the terms of the Offer, except that, without the prior written consent of the Company, which consent may be withheld in its sole discretion, neither Parent nor Sub shall not and Parent shall not permit Sub to may: (i) reduce the number of shares of Company Common Stock subject to be purchased in the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A)Condition, (iv) add to the Offer Conditions, (v) modify any Offer Condition in any manner adverse to the holders of Company Common Stock or add to Stock, (vi) waive the conditions condition set forth in clause (ii) of Exhibit A or the condition set forth in clause (a) of Exhibit A, (vvii) except as provided in the next sentence, extend the Offer or other than pursuant to and in accordance with this Agreement, (viviii) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (Aix) if at the scheduled or any extended expiration date of otherwise amend the Offer (whether extended pursuant in any manner materially adverse to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares holders of Company Common Stock are not satisfied or waived, extend (x) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 promulgated under the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments Exchange Act. Notwithstanding the preceding provisions of not more than five business days if all of this Section 1.01(a) or anything to the conditions contrary set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration datethis Agreement, (B) Sub shall, and Parent shall cause Sub to, extend the Offer for any period required by any Law or Judgment, or any rule, regulation, interpretation or position of the SEC or the staff thereof thereof, in any such case which is applicable to the Offer and Offer. In addition, subject to the parties’ respective rights to terminate the Agreement under Article VIII, (C1) if at the otherwise-scheduled or any extended expiration date of the Offer less any Offer Condition other than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has is not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company(if permitted hereunder), Sub shall, and Parent shall cause Sub to, extend the Offer for one or more successive periods of ten business days each, in order to permit the satisfaction of all of the Offer Conditions, provided, however, that in no event shall Sub be required to extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to any date later than the Outside Date pursuant to this clause (as defined 1), and (2) if all of the Offer Conditions (other than the Minimum Tender Condition) have been satisfied or waived (if permitted hereunder), or if not then satisfied or waived, are by their nature to be satisfied at the Acceptance Time, then at the otherwise-scheduled expiration date of the Offer, Sub may, and, if requested by the Company in Section 8.01(b)(i)its sole discretion, Sub shall, and Parent shall cause Sub to, extend the Offer for one or more periods of ten business days each; provided, however, that (A) in no event shall Sub be required or permitted to extend the expiration date of the Offer to any date later than the Outside Date pursuant to this clause (2), (yB) in no event shall Sub be required or permitted to extend the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions expiration date of the Offer more than four times pursuant to this clause (2) and this Agreement, (C) Sub shall accept for payment and pay for all shares not be required to extend the expiration date of Company Common Stock validly tendered and not withdrawn pursuant to the Offer following the consummation of a transaction contemplated by a Company Takeover Proposal; provided, however, that Sub becomes obligated for the purposes of this clause (C) only, “Company Takeover Proposal” shall have the meaning assigned to purchase pursuant such term in Section 5.02(e) except that all references to the Offer as soon as practicable after the expiration of the Offer20% therein shall be deemed to be references to “50%”.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub toSub, no later than November 8, 2001, to commence the Offer (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")) the Offer, at a price of $15.25 per share, net to the seller in cash, without interest (or at such higher price as Sub in its sole discretion elects to offer) (the "Offer Price"), but subject to any withholding required by law. The obligation of Parent and Sub to accept and pay for Shares tendered shall be subject only to the condition that there shall be validly tendered prior to the expiration date of the Offer and not withdrawn a number of Shares which, when added to the shares of Company Common Stock owned by Parent, represent at least 90.1% of the Shares issued and outstanding on a fully diluted basis (including for purposes of such calculation all shares of Company Common Stock issuable upon exercise of all Company Options (as defined in Section 2.6) that vest (or upon consummation of the Offer will vest) (but excluding shares of Company Common Stock that are issuable upon the exercise of Company Options that are cancelled pursuant to Section 2.6(a) hereof or upon the exercise of Company Warrants that are cancelled pursuant to Section 2.7 hereof) and the exercise of all outstanding Company Warrants (as defined in Section 2.7)) (the "Minimum Condition") and to the other conditions set forth in Annex I (collectively, the "Offer Conditions"). Parent and Sub expressly reserves reserve the right to waive any condition of the Offer Conditions (except that Parent and Sub may not waive the Minimum Condition except with the consent of the Company or as and to the extent provided in this Agreement), to increase the price per share payable in the Offer and to make any other change or modify changes in the terms or conditions of the Offer, including without limitation extending the expiration date, except that, without the consent of the Company, Parent and Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive or change any Offer Conditions to the Minimum Tender Condition (as defined extent permitted by this Agreement) in Exhibit A), (iv) modify in any a manner adverse to the holders of the Company Common Stock or add to the conditions set forth in Exhibit AStock, (viv) except as provided in the next sentenceSection 1.1(b), extend the Offer or Offer, (viv) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (Bvi) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date amend any other term of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition a manner adverse to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the OfferShareholders.

The Offer. (a) Subject to the conditions provisions of this Agreement, as promptly as practicable after the date of this Agreement (hereof, but in no event later than five (5) business days after following the public announcement of the terms of this Agreement), Sub shall, and Parent Buyer shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are shall be subject only to the conditions set forth in Exhibit A. Annex I hereto (the "Offer Conditions"), (any of which may be waived in whole or in part by Buyer in its sole discretion, provided that, without the consent of the Company, Buyer shall not waive the Minimum Condition (as defined in Annex I)) and to the terms and conditions of this Agreement. The initial scheduled expiration date of the Offer shall be the 20th no more than twenty (20) business day following the commencement of days after the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))is commenced. Sub Buyer expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub Buyer shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock Shares subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the OfferOffer Price, (iii) waive or change add to the Minimum Tender Condition (as defined in Exhibit A)Offer Conditions, (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or expiration date of the Offer, (viv) change the form of consideration payable in the OfferOffer or (vi) amend any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub Buyer may, without the consent of the Company, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are Offer Conditions shall not be satisfied or waived, extend the Offer for until such period time as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been are satisfied or waived at such scheduled or (provided, however, that the expiration date may not be extended expiration datebeyond August 7, 1998 without the consent of the Company), and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and or (C) if at all Offer Conditions are satisfied or waived but the scheduled or any extended expiration date number of the Offer shares of Company Common Stock tendered is less than 9080% of the Fully Diluted Shares then outstanding number of shares of Company Common Stock (as defined in Exhibit A) have been validly tendered determined on a fully diluted basis for all outstanding stock options and not withdrawn in the Offerany other rights to acquire Shares), extend the Offer for a an aggregate period of not more than ten 10 business days in the aggregate (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest Subject to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub Buyer shall accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Sub Buyer becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.