Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable following the date hereof and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8, Buyer shall not have been terminated commence (within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) the Offer as promptly as reasonably practicable after the date of this Agreement but in no event later than the fifteenth (15th) Business Day following the date of this Agreement. The obligations of Buyer to accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I (the “Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with Section 8.1the terms and conditions of this Agreement and subject to the satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law) of the Offer Conditions, Buyer shall, at or as promptly as practicable following the date hereof and Expiration Time (but in any event within five two (52) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writingthereafter), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission accept for payment (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E time of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunderacceptance for payment, the “Exchange ActAcceptance Time”) and, at or as promptly as practicable following the Acceptance Time (such documents filed or required but in any event within three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), pay (by delivery of funds to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate depositary for the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept ) for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be all Shares validly tendered and not properly withdrawn prior pursuant to the expiration Offer as of the Acceptance Time (the “Closing,”); provided, however, that if, but for this proviso, the Closing would have occurred on a Specified Quarter End Date, then, if elected by Buyer, the Closing shall take place on the first Business Day following the latest Specified Quarter End Date for a particular fiscal quarter, or on such other date to be specified by the Parties; provided, further, that Buyer shall confirm in writing to the Company, at the time of such election, that all Offer Conditions were satisfied on the date the Closing would have occurred but for the immediately preceding proviso and that all such Offer Conditions (other than any Offer Condition the waiver of which would be prohibited by Law and except where the Company’s Willful Breach after delivery of such notice proximately caused the failure of such Offer Condition to be satisfied) shall be deemed to be satisfied as of such first Business Day. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Offer Consideration payable in respect of each Share pursuant to the preceding sentence shall be paid, net of any applicable Tax withholding with respect to the Offer Consideration pursuant to Section 2.09, to the seller in cash, without interest, on the terms and subject to the conditions of this Agreement. (c) Buyer expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part, any of the Offer such number Conditions and to make any change in the terms of shares of Company Common Stock or conditions to the Offer; provided that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without without the prior written consent of the Company, Parent and Merger Sub Buyer shall not not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Price or Consideration; (iii) change the form of consideration payable to be paid in the Offer, ; (iv) decrease the number of shares of Company Common Stock Shares sought to be purchased in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional conditions to Offer Conditions or otherwise amend, modify or supplement any of the Offer Conditions or amend any other term terms of the Offer in a manner that is materially adverse to the holders of shares Shares. (d) The Offer shall initially expire at 9:00 a.m. (New York City time), or at such other time as the Parties may mutually agree, on the date that is the later of Company Common Stock, except as provided (i) twenty-one (21) Business Days (calculated in this Agreement. The accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of the Offer and (ii) such date that is six (6) Business Days after the date of the EGM (such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and in accordance with Section 2.01(e), the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). (e) Subject to Article 8, Buyer may or shall, as applicable, extend the Offer from time to time as follows: (i) for the minimum period as required by any rule, regulation, interpretation or position of the SEC, the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or (ii) if, at the then-scheduled Expiration Time, any of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which extend the Offer is open shall on one or more occasions in consecutive periods of up to ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City time) on the last Business Day of such period) (or such other duration as may be extended agreed to by Buyer and the Company) in accordance with order to permit the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expiresatisfaction of such Offer Condition(s); provided, however, that Parent and Merger Sub may provide for a subsequent offering period if Buyer determines in good faith, after the consultation with its outside legal counsel, that at any then-scheduled Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered Time occurring during the initial offering period and immediately accept and promptly pay for any shares first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Company Common Stock tendered during Annex I is not reasonably likely to be satisfied within such subsequent offering ten (10) Business Day extension period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time then Buyer shall be permitted to time, in their sole discretion, extend the Expiration Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer shall not be required to extend the Offer to a date later than the End Date for such period (as the End Date may be extended pursuant to Section 8.01(b)(i)) and (y) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to exceed extend the Offer on more than two (2) occasions in consecutive periods of up to ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 each (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of with each such extension period to be determined by Merger Subend at 5:00 p.m. (New York City time) for up to fifteen (15) on the last Business Days in the aggregate for all such extensions), provided, that at the time Day of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iiiperiod) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) other duration as may be requested agreed to by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, Buyer and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses).

The Offer. (a) Parent shall not, and shall cause Sub not to, commence (within the meaning of Rule 14d-2(a) of the 0000 Xxx) the Offer prior to the date that is 14 days after the date hereof. Provided that this Agreement shall not have been terminated in accordance with Section 8.110.01, Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2(a) of the 0000 Xxx) the Offer as promptly as practicable following the after such date hereof and (but in any no event within five later than ten (510) Business Days following the such date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger . The Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub obligated to accept for payment and to, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the 1934 Act (relating to Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Agreement), subject to the condition that there shall be validly tendered (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock Shares that, when added to together with the shares of Company Common Stock already Shares then beneficially owned by ParentParent and its Affiliates, Merger Sub and their Subsidiaries, would constitute represents at least a majority of the shares total number of Company Common Stock Shares then outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) to the other conditions set forth in Annex I hereto (collectively together with the Minimum Condition, the “Tender Offer Conditions”) have and to no other conditions. Subject to the prior satisfaction or waiver (except for the Minimum Condition) of the Offer Conditions, promptly after the later of (i) the earliest date as of which Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Offer Conditions has been satisfied satisfied, or waived by Parent or Sub, Sub shall (and Parent shall cause Sub to) consummate the Offer in writing accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) in compliance with Rule 14e-1(c) of the 1934 Act for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Sub (and of Parent to cause Sub) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver (except for the Minimum Condition) by ParentParent or Sub, of each of the Offer Conditions. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (b) Without Sub expressly reserves the right to waive (except for the Minimum Condition) any of the Offer Conditions and to make any other changes in the terms of or conditions to the Offer; provided that without the prior written consent of the CompanyCompany (which consent may be granted or withheld by the Company in its sole discretion) (i) no change may be made that changes the form of consideration to be paid, Parent and Merger Sub shall not decrease or decreases the Offer Price or change the form number of consideration payable Shares sought in the Offer, decrease the number of shares of Company Common Stock sought to (ii) no change may be purchased in the Offer, impose additional conditions made that amends or adds to the Offer Conditions or amend amends any other term of the Offer Offer, in a each case in any manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent shareholders of the Company, from time to time, in their sole discretion, extend the Expiration Date and except for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date change or amendment that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date required by Law or any waiver of the Tender any Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition expiration date shall not have been satisfiedbe extended except as otherwise provided herein, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company expiration date except in the event that this Agreement is terminated pursuant to Section 8.1 hereof10.01. (c) Unless extended as provided in this Agreement, the Offer shall initially expire at 12:00 midnight, New York City time on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) and Rule 14e-1(a) under the 1934 Act). Notwithstanding the foregoing, (i) Sub shall (or at the request of the Company, Parent shall cause Sub to) extend the Offer, if at the Initial Expiration Time or any extension thereof the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived (except for the Minimum Condition), for successive extension periods of not more than ten (10) Business Days each (except as required by Law) in order to permit the satisfaction of the Offer Conditions and (ii) Sub shall extend the Offer for any period required by any Law or by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Sub be required to extend the Offer beyond the End Date. Following expiration of the Offer, Sub may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act if, as of the expiration of the Offer, all of the Offer Conditions have been satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s shareholders in accordance with the MBCA. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Dateforegoing, including the Minimum Conditionrequirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Sub shall, and Parent will shall cause Merger Sub to it to, accept for payment and pay for for, as promptly as practicable after the expiration of the Offer, including any and Subsequent Offering Period, all shares of Company Common Stock Shares (i) validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date and (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock ii) validly tendered and not validly withdrawn pursuant to in the OfferSubsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). For the avoidance The Offer Price payable in respect of doubt, each Share validly tendered and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered properly withdrawn pursuant to the Offer unless shall be paid net to the Minimum Condition shall have been satisfiedholder thereof in cash, subject to reduction for any applicable withholding Taxes payable in respect thereof in accordance with Section 2.07. (d) On the date of commencement of the Offer, Parent and Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary documents pursuant to which the Offer will be made (collectively, together with any exhibits, amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. securities Laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent and Merger Sub, on Sub agrees that it shall cause the one hand, Schedule TO and the Companyother Offer Documents filed by any of them with the SEC to comply in all material respects with the 1934 Act and the rules and regulations thereunder and other applicable Law. Each of Parent, on Sub and the other hand, Company agrees to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect respect, and Merger Parent and Sub further agrees agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities LawsLaw. The Company shall furnish or otherwise make available to Parent and Sub and their legal counsel all information concerning the Company’s shareholders, including a list, as of the most recent practicable date, of the stockholders of the Company, mailing labels and any available listing or computer files containing the names and addresses of all record and beneficial holders of the Shares, and a list of security positions of Shares held in stock depositories that Parent or Sub may reasonably request in connection with any action contemplated by this Section 1.01(d), including communicating the Offer to the record and beneficial holders of the Shares; provided that, except as required by Law or in connection with steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub shall keep confidential and not disclose such information, as required by the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreement. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their prior to the filing thereof with the SEC SEC, and dissemination Parent and Sub shall give reasonable and good faith consideration to stockholders of all reasonable additions, deletions or changes thereto suggested by the CompanyCompany and its legal counsel that Parent reasonably determines to be appropriate. Parent and Merger Sub shall agree to provide to the Company and its counsel copies in writing of with any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The , and the Company shall have the right to consult with Parent, Sub and their counsel before responding to any such comments, and Parent and Sub shall give reasonable and good faith consideration to each response to those views and comments of the Company and its legal counsel related thereto that Parent reasonably determines to be appropriate. Each of Parent and Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (e) Parent shall provide or cause to be given a reasonable opportunity provided to review Sub as promptly as practicable following the expiration of the Offer and any such written Subsequent Offering Period, as applicable, all funds necessary to pay for those Shares that have been validly tendered and oral comments not withdrawn pursuant to the Offer and proposed responsesthat Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable following the date hereof and (but in any no event within five later than ten (510) Business Days following Days) after the date of this Agreement (or such other later date as the parties may mutually agree in writing)Agreement, Parent and Merger Sub shall cause Purchaser to commence (iwithin the meaning of Rule 14d-2 of the Exchange Act) shall amend the Offer at the Offer Price. Subject to reflect the execution terms and conditions of this Agreement and to the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E satisfaction or waiver of the Securities Exchange Act of 1934, as amended Tender Offer Conditions set forth in Annex I (including the rules Minimum Condition), Purchaser shall, and regulations promulgated thereunderParent shall cause Purchaser to, promptly after the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filingsExpiration Date, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for for, after giving effect to any withholding tax, all such shares of Company Seller Common Stock validly tendered pursuant to the Offer, Offer and not withdrawn. (b) Upon the terms and subject only to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (ic) there shall be validly tendered and not withdrawn prior to the The initial expiration date of the Offer such number of shares of Company Common Stock that, when added to shall be on the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition”Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (iix) the other date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been are satisfied or waived or (y) the date on which this Agreement is terminated in writing by Parent. (b) Without accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of the CompanySeller, Parent and Merger Sub Purchaser shall not decrease the Offer Price or not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Company Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be purchased in the Offer, impose additional conditions paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any other condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in a any manner that is materially adverse to the holders of shares of Company Seller Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing,. (id) Parent and Merger Sub Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Company, from time to time, Offer in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any accordance with Rule 14d-11 of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number Exchange Act following its acceptance for payment of shares of Company Seller Common Stock that have been validly tendered in the Offer. (and not withdrawne) pursuant to On the Offer is less than 90% date of commencement of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the CompanyOffer, Parent and Merger Sub Purchaser shall extend the Expiration Date one (i) file or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to stockholders of the Company, in each case, Seller Stockholders as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of prior to their filing with the SEC SEC, and dissemination Parent and Purchaser shall give reasonable and good faith consideration to stockholders of the Companyany comments made by Seller or its counsel. Parent and Merger Sub shall Purchaser agree to provide to the Company and its counsel copies in writing of Seller with (i) any comments and shall inform the Company of any oral comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may receive be received from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company thereof and its counsel shall be given prior to responding thereto, and (ii) a reasonable opportunity to review provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such written information shall promptly notify the other party, and oral comments an appropriate amendment or supplement describing such information shall be filed with the SEC and proposed responsesdisseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1, (ii) none of the events set forth in Annex I (other than paragraphs (f) and (i)) shall have occurred and be continuing and (iii) the Company shall have complied with its applicable obligations under Section 1.2, as promptly as practicable following after the date hereof effectiveness of the Form 10, and in any event event, within five (5) Business Days following business days thereafter, the date Purchaser shall commence (within the meaning of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including amended, and the rules and regulations promulgated thereunder, thereunder (the “Exchange Act”)) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be being validly tendered in the Offer (in the aggregate) and not withdrawn prior to the expiration of the Offer such that number of shares of Company Common Stock thatShares which, when added to together with the shares of Company Common Stock already Shares then beneficially owned by Parentthe Purchaser, Merger Sub and their Subsidiaries, would constitute represents at least a majority of the Shares outstanding on a fully diluted basis and no less than a majority of the voting power of the outstanding shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration capital stock of the Offer Company entitled to vote in the election of directors or (if a greater majority) upon the adoption of this Agreement (collectively, the “Minimum Condition”) and (ii) the satisfaction or waiver of the other conditions and requirements set forth in Annex I hereto (collectively with I. Subject to the prior satisfaction or waiver by the Purchaser of the Minimum ConditionCondition and the other conditions and requirements set forth in Annex I, the Purchaser shall consummate the Offer in accordance with its terms and accept for exchange, and exchange the Offer Consideration for, all Shares tendered pursuant to the Offer as soon as practicable after the Purchaser is legally permitted to do so under applicable law; provided, however, that the initial expiration date of the Offer shall be the date that is twenty (20) business days following the commencement of the Offer (the “Tender Initial Expiration Date”). The obligation of the Purchaser to accept for exchange, and to exchange the Offer ConditionsConsideration for, any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject to the Minimum Condition and the other conditions and requirements set forth in Annex I. The Offer shall be made by means of an offer to exchange (the “Offer to Exchange”) have been satisfied or waived that contains the terms set forth in writing by Parent. (b) Without this Agreement, the prior written consent of Minimum Condition and the Company, Parent other conditions and Merger Sub requirements set forth in Annex I. The Purchaser shall not decrease the Offer Price or Consideration, change the form of consideration payable in the Offer, decrease Offer or reduce the maximum number of shares of Company Common Stock sought Shares to be purchased in the OfferOffer without the prior written consent of the Company. For the avoidance of doubt: (x) if on the Initial Expiration Date (as it may be extended), impose additional all conditions to the Offer shall not have been satisfied or amend any other term of waived, the Offer in a manner that is materially adverse Purchaser may, from time to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentencetime, in which event its sole discretion, extend the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Initial Expiration Date, for such period as the Purchaser may determine, (y) the Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act and (including z) the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub Purchaser may, without the consent of the Company, from time to time, in their its sole discretion, extend the Expiration Date Offer for such any reason on one or more occasions for an aggregate period (of not to exceed more than ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a business days beyond the latest expiration date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are that would otherwise be permitted under clause (x) of this sentence if, on such expiration date, there have not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than at least ninety percent (90% %) of the number of shares of Company Common Stock outstanding determined Shares on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub fully diluted basis. The Purchaser may (Ai) increase the Offer Price Consideration and extend the Expiration Date Offer to the extent required by applicable Law law in connection with such price increase and (Bii) subject to prior consultation with the Company, extend the Expiration Date Offer to the extent otherwise required by applicable Lawlaw, in each case in Parent’s and Merger Sub’s reasonable its sole discretion and without the Company’s consent. Parent and Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date expiration date (as the same may be extended or required to be extended) without the written consent of the Company Company, except in the event that this Agreement is terminated pursuant to Section 8.1 hereof8.1. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the exchange of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depository or exchange agent, including the Exchange Agent, acting on behalf of the Purchaser, to return all tendered Shares to the registered holders thereof. (b) Notwithstanding anything to the contrary contained in this Article I, no certificates or scrip representing fractional shares of Purchaser Common Stock shall be issued upon the surrender for exchange of the Shares pursuant to the Offer, no dividends or other distributions with respect to the Purchaser Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of the Purchaser. In lieu of any such fractional shares, each tendering shareholder who would otherwise be entitled to a fractional share of Purchaser Common Stock (after aggregating all fractional shares of Purchaser Common Stock that otherwise would have been received by such shareholder) shall, upon surrender of his or her Certificate or Certificates, be entitled to receive an amount of cash (without interest) determined by multiplying (i) the closing price of a share of Purchaser Common Stock as reported on the Nasdaq Global Market (the “Nasdaq”) on the Acceptance Date by (ii) the fractional share interest to which such shareholder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (c) Subject As soon as practicable on the date the Offer is commenced, the Purchaser shall (i) file with the Securities and Exchange Commission (the “SEC”), pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the terms Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) and (ii) file with the SEC a registration statement on Form S-4 to register, under the Securities Act, the offer and sale of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Purchaser Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date and the Merger (such date as Merger Sub shall be obligated to accept for payment any together with all amendments, supplements and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offerexhibits thereto, the “Acceptance DateRegistration Statement”). For The Registration Statement shall include a preliminary prospectus (the avoidance “Prospectus”) containing the information required under Rule 14d-4(b) promulgated under the Exchange Act. The Schedule TO shall include the summary term sheet required under Regulation M-A and, as exhibits, the Offer to Exchange and a form of doubtletter of transmittal and summary advertisement (collectively with the Prospectus, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (together with any amendments and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if supplements thereto and to the extent that it Prospectus, the “Offer Documents”). The Purchaser shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders the holders of the Company, in each case, Shares as and to the extent required by applicable federal securities Lawslaws. The Company shall provide the Purchaser with all information concerning the Company and its directors, officers and affiliates as shall be required to be included in the Offer Documents and the Registration Statement. The Company and its counsel shall be given a reasonable opportunity to review the Registration Statement and comment on the Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination the Purchaser shall give due consideration to stockholders of all reasonable additions, deletions or changes suggested thereto by the CompanyCompany and its counsel. Parent and Merger Sub In addition, the Purchaser shall provide to the Company and its counsel with copies in writing of any comments written comments, and shall inform the Company them of any oral comments comments, that Parent, Merger Sub the Purchaser or their its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses, and oral comments the Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and proposed responsesits counsel. No amendment or supplement to the Offer Documents shall be made by the Purchaser without providing the Company and its counsel a reasonable opportunity to review any such amendment or supplement, and the Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (d) The Purchaser shall use its reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof with the SEC and to keep the Registration Statement effective as long as is necessary to complete the Offer and the Merger. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Registration Statement will be made by the Purchaser without the approval of the Company, which will not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by the Purchaser which are incorporated by reference in the Registration Statement, this right of approval shall apply only with respect to information relating to this Agreement, the Transactions or the Company or its business, financial condition or results of operations. The Purchaser shall take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) reasonably required to be taken under applicable state securities or Blue Sky laws in connection with the issuance of the Purchaser Common Stock in the Offer and the Merger. The Purchaser will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement is declared effective, the issuance of any stop order, the suspension of the qualification of the Purchaser Common Stock issuable in connection with the Offer or the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Registration Statement. Following the time the Registration Statement is declared effective, the Purchaser shall file the final prospectus included therein under Rule 424(b) promulgated pursuant to the Securities Act. (e) If, at any time prior to the Effective Time, the Company or the Purchaser discovers any information relating to either party, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or a supplement to any of the Registration Statement, the Offer Documents or the Schedule 14D-9, as the case may be, so that such documents would not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, the party that discovers that information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. (f) The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered to the Purchaser pursuant to the Offer. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board of Directors referred to in clause (iii) of Section 3.4 (g) Notwithstanding anything herein to the contrary, the Purchaser, the Company or the Exchange Agent may withhold the Offer Consideration as it reasonably deems necessary to satisfy its withholding obligations under applicable law, and the withholding of any such Offer Consideration for such purpose shall be treated as the payment thereof to the Person from whom such amount was withheld for purposes of determining whether such Person received amounts to which such Person is entitled hereunder.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable following the date 8.1 hereof and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E none of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions events set forth in Annex I hereto shall have occurred and be existing, Purchaser or a direct or indirect subsidiary of Parent as designated by Parent shall commence (collectively with within the Minimum Conditionmeaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") the Offer as promptly as reasonably practicable following the execution of this Agreement, but in any event within 15 business days following the “Tender Offer Conditions”date of this Agreement. The obligation of Parent to accept for payment any Shares tendered shall be subject to the satisfaction of those conditions set forth in Annex I. Parent expressly reserves the right from time to time, subject to Sections 1.1(b) have been satisfied and 1.1(d) hereof, to waive any such condition, to increase the Per Share Amount, or waived to make any other changes in writing the terms and conditions of the Offer. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable Federal back-up withholding or stock transfer taxes payable by Parentthe seller. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined below) will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not (i) decrease the Offer Price Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of shares Shares sought, (iii) amend or waive satisfaction of Company Common Stock sought to be purchased the Minimum Condition (as defined in the Offer, Annex I) or (iv) impose additional conditions to the Offer or amend any other term of the Offer in a any manner that is materially adverse to the holders of shares Shares. Upon the terms and subject to the conditions of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, Purchaser will accept for payment and purchase, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 soon as permitted under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent terms of the CompanyOffer, from time to time, in their sole discretion, extend the Expiration Date for such period (all Shares validly tendered and not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately withdrawn prior to the Expiration Date any expiration of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. As soon as practicable on the date the Offer is commenced, Parent and Purchaser shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") and, if necessary, jointly file with Target a Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the terms Offer that will comply in all material respects with the provisions of all applicable Federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and this Agreement and related transactions, are referred to collectively herein as the satisfaction or waiver of the Tender "Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”Documents"). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees Purchaser agree promptly to correct promptly any information provided by it for use in the Schedule TO and the Offer Documents and to cooperate with Target to amend the Schedule 13E-3 if and to the extent that it such documents shall have become false or misleading in any material respect (and Merger Sub the Company, with respect to written information supplied by it specifically for use in the Schedule TO, Schedule 13E-3 or the Offer Documents, shall promptly notify Parent of any required corrections of such information and shall cooperate with Parent and Purchaser with respect to correcting such information) and to supplement the information provided by it specifically for use in the Schedule TO, Schedule 13E-3 or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Purchaser further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO or Schedule 13E-3, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal Federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC. (d) The Offer to Purchase shall provide for an initial expiration date of 20 business days (as defined in Rule 14d-1 under the Exchange Act) from the date of commencement. Purchaser agrees that it shall not terminate or withdraw the Offer Documents or extend the expiration date of the Offer unless at the expiration date of the Offer the conditions to the Offer described in advance Annex I hereto shall not have been satisfied or earlier waived. If at the expiration date of their filing with the SEC Offer, the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived, Parent may, from time to time extend the expiration date of the Offer until the date such conditions are satisfied or earlier waived and dissemination Parent becomes obligated to stockholders accept for payment and pay for Shares tendered pursuant to the Offer, but in no event shall such extensions extend beyond the Termination Date (as defined below). Notwithstanding the foregoing, Purchaser may, without the consent of the Company. Parent , (i) extend the expiration date of the Offer (as it may be extended) for any period required by applicable rules and Merger Sub shall provide to the Company and its counsel copies in writing regulations of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff in connection with respect an increase in the consideration to be paid pursuant to the Offer Documents promptly after receipt and (ii) extend the expiration date of the Offer (as it may be extended) for up to ten business days, if on such comments. The Company expiration date the conditions for the Offer described on Annex I hereto shall have been satisfied or earlier waived, but the number of Shares that have been validly tendered and its counsel shall be given not withdrawn, when added to the Shares, if any, beneficially owned by Parent represents less than 90 percent of the then issued and outstanding Shares on a reasonable opportunity to review any such written and oral comments and proposed responsesfully diluted basis.

The Offer. (a) Provided that this Agreement shall not have --------- been terminated in accordance with Section 8.18.01 hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, Parent shall commence the Offer as promptly as reasonably practicable following after the date hereof and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TObut in no event later than September 12, which amendment shall include an amended offer to purchase, form 1995. The obligation of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and to pay for any shares of Company Common Stock Shares tendered pursuant to the Offer, Offer shall be subject only to the conditions condition that at least 2,986,004 Shares (ior such greater number of Shares as equals 75% of the Shares then outstanding) there shall be have been validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added (the "Minimum Tender Condition") and shall also be subject to the shares satisfaction of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto A hereto. Subject to the terms and conditions of the Offer (collectively with including the Minimum Tender Condition), the “Tender Offer Conditions”) Parent shall pay for Shares which have been satisfied or waived in writing by Parent. (b) Without validly tendered and not withdrawn pursuant to the prior written consent Offer as promptly as reasonably practicable after expiration of the Company, Offer. Parent and Merger Sub shall not decrease expressly reserves the right to increase the price per Share payable in the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless approved by the Board in writing, no change will be made that decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer, decrease adds additional conditions to the Offer, decreases the number of shares of Company Common Stock sought to be purchased Shares being tendered for in the Offer, impose additional or makes any change in the terms and conditions to the Offer or amend any other term of the Offer in a manner that which is inconsistent with the third sentence of this Section 1.01(a) or which is otherwise materially adverse to the holders of shares Shares. It is agreed that the conditions set forth in Annex A hereto are for the benefit of Company Common StockParent and may be asserted by Parent or, except as provided in this Agreement. The initial expiration date of subject to the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following preceding sentence, may be waived by Parent, in which event the term “Expiration Date” shall mean the latest whole or in part at any time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their its sole discretion. The Per Share Amount, extend subject to applicable withholding taxes, shall be paid net to the Expiration Date for such period seller in cash, upon the terms and subject to the conditions of the Offer. (not to exceed ten (10b) Business Days As soon as reasonably practicable on any single occasion) as the date of commencement of the Offer, Parent and Merger Sub may determine, to Acquisition shall file with the Securities and Exchange Commission (the "SEC") (i) a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied Statement on Schedule 14D-1 (together with any amendments or waived by Parent, or (B) if immediately prior to the Expiration Datesupplements thereto, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn"Schedule 14D-1") pursuant with respect to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; and (ii) if any required, a Rule 13E-3 Transaction Statement (the "Schedule 13E-3") with respect to the execution and delivery of the Tender Stockholders Option Agreement and the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase and a form of the related letter of transmittal and any related summary advertisement (together with all supplements or amendments thereto and the Schedule 14D-1, the "Offer Conditions (other than Documents"). The Offer Documents and Schedule 13E-3 will comply in all material respects with the Minimum Condition) provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is not satisfied on any scheduled Expiration Date, then, if requested made by Parent or Acquisition with respect to information supplied by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) Company for up to fifteen (15) Business Days inclusion in the aggregate for all such extensions)Offer Documents or Schedule 13E-3. Parent, provided, that at the time of such extension any such condition is reasonably capable of being satisfied Acquisition and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer agrees promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents and Schedule 13E-3 if and to the extent that it shall have become false or misleading in any material respect and Merger Sub Parent and Acquisition each further agrees to take all steps necessary to cause the Offer Documents and Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Companylaws. Parent and Merger Sub shall Acquisition agree to provide to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub Acquisition or their counsel may receive from the SEC or its staff Staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Company shall prepare and file with the SEC, subject to the prior approval of Acquisition (which approval shall not be unreasonably withheld), if necessary, as soon as practicable after the expiration of the Offer, a proxy or information statement (the "Proxy Statement") and such other documents relating to the Merger as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and the Company shall prepare or shall assist Parent and Acquisition in preparing, as the case may be, any other filings required under the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), or any other federal or state securities laws relating to the Offer, the Merger and the transactions contemplated herein (the "Other Filings"). The Company shall obtain and its counsel furnish the information required to be included in the Proxy Statement and shall, subject to the prior approval of Acquisition (which approval shall not be given a reasonable opportunity unreasonably withheld), respond promptly to review any such written comments made by the SEC with respect to the Proxy Statement and oral comments and proposed responsescause the Proxy Statement to be mailed to the Company's stockholders at the earliest reasonably practicable date.

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Section 8.1, as promptly as reasonably practicable following (but in no event later than ten (10) business days) after the date hereof hereof, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Offer Conditions, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Time (and in any event within five one (51) Business Days following business day (calculated as set forth in Rule 14d-1(g)(3) under the date of this Agreement (or such other later date as the parties may mutually agree in writingExchange Act)), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock all such Shares validly tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered Offer and not withdrawn prior to (the expiration date and time of the first acceptance for payment, the “Acceptance Time”) and promptly thereafter pay for such Shares. (b) The Offer such number of shares of Company Common Stock that, when added shall initially be scheduled to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute expire at least a majority of the shares of Company Common Stock outstanding determined midnight (Eastern time) on a Fully Diluted Basis immediately prior to the date of expiration that is twenty (20) business days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (the latest time as the Offer may expire, as it may be extended pursuant to this Section 1.1, shall be referred to as the “Minimum ConditionExpiration Time”) and (ii) ). If on or prior to any then scheduled Expiration Time, all of the other conditions set forth in Annex I hereto (collectively with the Minimum Conditioncollectively, the “Tender Offer Conditions”) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive periods of up to ten (10) business days each (the length of such period to be determined in good faith by Parent and the Company) until the earlier of (x) the date on which all of the Offer Conditions are satisfied or waived or (y) the date on which this Agreement is terminated in writing by Parentaccordance with Section 8.1. The Offer may not be terminated or withdrawn prior to the Expiration Time, unless this Agreement is terminated in accordance with Section 8.1. In the event this Agreement is terminated pursuant to Section 8.1, Parent shall cause Purchaser to promptly (and in any event within one (1) business day of such termination) irrevocably and unconditionally terminate the Offer. (bc) Without Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of the Company, neither Parent and Merger Sub shall not decrease the Offer Price or nor Purchaser shall: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Company Common Stock Shares subject to or sought pursuant to be purchased in the Offer; (ii) extend the Expiration Time, except as required by this Agreement or Applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or its staff); (iii) waive or amend the Minimum Condition; (iv) impose additional conditions any condition to the Offer not set forth in Annex I; or (v) otherwise amend, modify or amend supplement any other Offer Condition or any term of the Offer set forth in this Agreement or in the Offer Documents in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing,Company’s shareholders. (id) Parent and Merger Sub Purchaser may, without the consent of the Company, from time elect to time, provide a subsequent offering period for the Offer in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any accordance with Rule 14d-11 of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number Exchange Act following its acceptance for payment of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to Shares in the Offer is less than 90% (a “Subsequent Offering Period”). (e) On the date of commencement of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the CompanyOffer, Parent and Merger Sub Purchaser shall extend the Expiration Date one (i) file or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements, amendments and exhibits thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to stockholders of the Company, in each case, ’s shareholders as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of prior to their filing with the SEC SEC, and dissemination Parent and Purchaser shall give reasonable and good faith consideration to stockholders of any comments made by the CompanyCompany or its counsel. Parent and Merger Sub shall Purchaser agree to provide to the Company and its counsel copies in writing of with (i) any comments and shall inform the Company of any oral comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may receive be received from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company thereof and its counsel shall be given prior to responding thereto, and (ii) a reasonable opportunity to review provide comments on that response (to which reasonable and good faith consideration shall be given). Each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such written information shall have become false or misleading in any material respect, and oral comments each of Parent and proposed responsesPurchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Law or any applicable rules or regulations of NASDAQ. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Subject to an Adverse Change Recommendation being made by the Company pursuant to Section 5.4 prior to the time the Offer Documents are disseminated to the Company’s shareholders, the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents; provided, in the event an Adverse Change Recommendation is made by the Company pursuant to Section 5.4 following the time the Offer Documents are disseminated to the Company’s shareholders, each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents to correct such information and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, as applicable. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement. Parent shall, and shall ensure that all of its Affiliates, either (i) tender Shares held by them, if any, into the Offer or (ii) transfer such Shares to Purchaser prior to the Acceptance Time.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article VIII hereof, (ii) none of the events or conditions set forth in Section 8.1II of Annex I hereto shall have occurred and be existing and (iii) the Company shall have complied with its obligations under Section 1.2 hereof, Purchaser shall, and Parent shall cause Purchaser, to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable following after the date hereof and in any event within hereof, but no later than five (5) Business Days following the date of this Agreement thereafter (or such other later date as the parties may mutually agree in writing). In the Offer, Parent and Merger Sub (i) shall amend each Share accepted by the Purchaser in accordance with the terms of the Offer shall be exchanged for the right to reflect receive from the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with Purchaser the Offer under the federal securities LawsPrice, including Regulations 14D without interest. The obligation of Purchaser to, and 14E of the Securities Exchange Act of 1934Parent to cause Purchaser to, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares Shares tendered in the Offer and not withdrawn shall be subject to the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex I, including the Minimum Tender Condition, and to the terms and conditions of this Agreement. The conditions to the Offer set forth in Annex I are for the sole benefit of Parent and Purchaser and each of Parent and Purchaser expressly reserves the right from time to time, subject to Sections 1.1(b) and 1.1(d) hereof, to waive any such condition, to increase the Offer Price, or to make any other changes in the terms and conditions of the Offer. The Company Common Stock agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, neither Parent and Merger Sub nor Purchaser shall not (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Tender Condition (as defined in Annex I), (iv) impose additional conditions to the Offer or amend any other term of in addition to the conditions to the Offer set forth in a Annex I or (v) amend the conditions to the Offer set forth in Annex I in any manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereofShares. (c) Subject The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) having such terms of and conditions as set forth in Annex I hereto. As soon as practicable on the date the Offer and this Agreement and is commenced (within the satisfaction or waiver meaning of Rule 14d-2 under the Tender Offer Conditions as of any Expiration Date, including the Minimum ConditionExchange Act), Parent will and Purchaser shall file or cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO (together with all amendments, exhibits and supplements thereto, the “Schedule TO”) with respect to be disseminated the Offer that will comply in all material respects with the provisions of all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to stockholders Purchase and forms of the Companyrelated letter of transmittal and summary advertisement, to the extent required (which documents, together with any supplements, exhibits or amendments thereto, and any other schedules, forms and ancillary Offer documents and instruments filed in each case, connection with the Offer and related transactions are referred to collectively herein as the “Offer Documents”). Parent and Purchaser shall disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities Lawslaws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Purchaser for inclusion in the Schedule TO and the Offer Documents. Parent and Purchaser hereby further agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Purchaser and the Company shall promptly correct any information provided by or on behalf of it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Purchaser shall take all steps necessary to cause the Schedule TO and the Offer Documents, as amended, to reflect such corrected information, to be filed with the SEC and the other Offer Documents, as amended to reflect such corrected information, to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable securities laws, provided that, to the extent any information provided by or on behalf of the Company shall have become false or misleading in any material respect, the Company shall bear all costs, fees and expenses related to the correction and filing of the revised Schedule TO and Offer Documents with the SEC. The Company and its counsel shall be given a reasonable opportunity to review and comment on the any Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination to stockholders of the Company. Parent and Merger Sub Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Purchaser shall provide to the Company and its counsel with copies in writing of any comments written comments, and shall inform the Company them of any oral comments comments, that Parent, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents as promptly as practicable after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and oral comments Parent and proposed responsesPurchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (d) Subject to the terms and conditions of this Agreement and the Offer, the Offer to Purchase shall provide that the Offer will expire at midnight, New York time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1 promulgated under the Exchange Act) after the date the Offer is commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act). Purchaser agrees that after commencing the Offer, it shall not terminate or withdraw the Offer or, except as set forth in this Section 1.1(d), extend the expiration date of the Offer unless, at the expiration date of the Offer, the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived or, in the case of termination, such termination is in connection with the termination of this Agreement pursuant to Article VIII hereof. If at the expiration date of the Offer, the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived, Parent shall cause Purchaser to extend the expiration date of the Offer until the date such conditions are satisfied or earlier waived and Purchaser becomes obligated to accept for payment and pay for Shares tendered pursuant to the Offer if such conditions may, in the reasonable judgment of Parent, be satisfied prior to the applicable termination date set forth in Section 8.2(a). Parent may cause Purchaser to (i) extend the expiration date of the Offer (as it may be extended) for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer and (ii) extend the expiration date of the Offer (as it may be extended) for up to two periods, each for up to five (5) Business Days, if on such expiration date the conditions for the Offer described in Annex I hereto, other than the Minimum Tender Condition, shall have been satisfied or earlier waived. Notwithstanding the foregoing, Purchaser (or Parent on its behalf) may, in its sole discretion provide a “subsequent offering period” for the Offer for a number of days in accordance with Rule 14d-11 promulgated under the Exchange Act (each such period, a “Subsequent Offering Period”). (e) Subject to the terms and conditions set forth in this Agreement and the Offer, Purchaser shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after the applicable expiration date of the Offer (as it may be extended) and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer or during any Subsequent Offering Period shall be paid net to the holder thereof in cash, subject to reduction only for any applicable federal back-up withholding or other Taxes payable by such holder. To the extent any such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall provide, or cause to be provided to Purchaser, immediately preceding the applicable expiration time of the Offer (as it may be extended), the funds necessary to pay for any Shares of Common Stock that Purchaser accepts or is obligated to accept for payment pursuant to the Offer, and shall cause Purchaser to perform on a timely basis all of Purchaser’s obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18.01, 8.02, 8.03 or 8.04 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as reasonably practicable following after the date hereof and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment but in no event later than five business days after the initial public announcement of Purchaser's intention to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate commence the Offer. If the Offer is consummated, Parent will cause Merger Sub The obligation of Purchaser to accept for payment and pay for any shares of Company Common Stock Shares tendered pursuant to the Offer, Offer shall be subject only to the conditions that satisfaction of (i) there the condition (the "Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent shall be constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with A hereto. Purchaser expressly reserves the Minimum Conditionright to waive any such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that, the “Tender Offer Conditions”Purchaser will not (i) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Per Share Amount, (ii) reduce the number of Shares sought in the Offer, (iii) add to the conditions to the Offer Price or set forth in Annex A hereto, (iv) change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased paid in the Offer, impose additional conditions to the Offer or amend (v) make any other term change in the terms of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this AgreementShares. The initial expiration date Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, Purchaser shall have the right to extend the Offer (but in no event later than the Termination Date) (i) from time to timetime if, in their sole discretionat the scheduled or extended expiration date of the Offer, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender conditions to the Offer Conditions are shall not have been satisfied or waived waived, until such conditions are satisfied or waived, (ii) for any period required by Parentany rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law and (iii) on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (Bii) if immediately prior to the Expiration Dateof this sentence, the Minimum Condition is satisfied but if, on such expiration date, the number of shares of Company Common Stock that have been validly Shares tendered (and not withdrawn) pursuant to the Offer is Offer, together with the Shares then owned by Parent, represents more than 80% but less than 90% of the number of shares of Company Common Stock outstanding determined Shares on a Fully Diluted Basis; (ii) if any fully-diluted basis. If all of the Tender conditions to the Offer Conditions (other than the Minimum Condition) is are not satisfied or waived on any scheduled Expiration Dateexpiration date of the Offer, thensubject to Section 8.04(b), if requested by the Company, Parent and Merger Sub Purchaser shall extend the Expiration Date one Offer from time to time until such conditions are satisfied or more times (waived. Upon the period terms and subject to the conditions of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock Shares that have been validly tendered and not validly withdrawn pursuant to the Offer at the earliest time that all conditions to the Offer shall have been satisfied or waived by Purchaser. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Purchaser shall pay, as promptly as practicable after such Expiration Date (such date as Merger Sub shall be obligated to accept expiration of the Offer, for payment any and all shares of Company Common Stock Shares validly tendered and not validly withdrawn pursuant withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-1"), with respect to the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and the related form of letter of transmittal and any related summary advertisement (the Schedule 14D-1, the “Acceptance Date”Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). For the avoidance of doubtParent, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, Purchaser and the Company, on the other hand, agrees to Company shall correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that it which shall have become false or misleading in any material respect misleading, and Merger Sub further agrees to Parent and Purchaser shall take all steps necessary to cause the Offer Documents Schedule 14D-1, as so corrected corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities LawsLaw. The Company and its counsel shall be given a reasonable an opportunity to review and comment on the Offer Documents in advance of (and any amendments thereto) prior to their filing being filed with the SEC and dissemination or disseminated to stockholders the holders of the CompanyShares. Parent and Merger Sub Purchaser shall provide to the Company and its counsel copies in writing of with any comments and shall inform the Company of any oral comments or other communications, whether written or oral, that Parent, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesor other communications.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1its terms, Purchaser shall (and Parent shall cause Purchaser to), commence (within the meaning of Rule 14d-2 under the Exchange Act), as promptly as reasonable and practicable following the date hereof and but in any no event within later than five (5) Business Days after the date hereof, the Offer at the Offer Price. The obligation of Purchaser to consummate the Offer and to accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction or waiver of the conditions set forth in Annex I, and (ii) the satisfaction or waiver of the conditions set forth in Annex II. The conditions to the Offer set forth in Annex I are for the sole benefit of Parent and Purchaser, and Parent and Purchaser reserve the right, in their sole discretion, subject to applicable Law to waive any such condition in Annex I. The initial expiration date of the Offer shall be 5:00 pm (EST) on the 40th calendar day following commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act). Notwithstanding the foregoing, Purchaser may (i) extend the Offer one or more times beyond the initial scheduled expiration date or any subsequent scheduled expiration date, but in no event beyond the 70th calendar day following the date commencement of the Offer without the Company’s consent, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, and (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer; provided, however, that the foregoing clauses (i) and (ii) of this Section 1.01(a) shall not be deemed to impair, limit or otherwise restrict the right of any party to terminate this Agreement pursuant to the terms of Section 8.01 hereof. Notwithstanding the foregoing, if at the end of the 40th calendar day following commencement of the Offer or at the end of any subsequent scheduled expiration date, all conditions to the Offer have been satisfied and/or waived other than the Minimum Condition, Purchaser shall (and Parent shall cause Purchaser to), if requested by the Company, extend the expiration of the Offer one or more times; provided, that Purchaser shall not be obligated to extend the Offer beyond 5:00 pm (EST) on the 70th calendar day following commencement of the Offer. Each extension of the Offer pursuant to this Section 1.01(a) shall not exceed the lesser of five (5) Business Days (or such other later date longer period as the parties Company and Purchaser may mutually agree in writing), Parent writing in any particular instance) or such fewer number of days that Purchaser and Merger Sub (i) shall amend the Company reasonably believe are necessary to cause the conditions of the Offer set forth in Annex I and Annex II hereto to reflect be satisfied. Subject to the execution terms of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form satisfaction or earlier waiver of transmittal letter, form all the conditions of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D set forth in Annex I and 14E Annex II hereto as of any expiration date of the Securities Exchange Act of 1934Offer, as amended Purchaser shall (including the rules and regulations promulgated thereunder, the “Exchange Act”Parent shall cause Purchaser to) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable Law (but in no event later than three (3) Business Days after such expiration date of Company Common Stock tendered the Offer). On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject only to any required withholding of Taxes, be net to the seller in cash, without interest, upon the terms and subject to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by ParentOffer. (b) Without Subject to Section 1.01(a), Purchaser expressly reserves the right, in its sole discretion, to modify the terms and conditions of the Offer, including, without limitation, to extend the Offer beyond any scheduled expiration date; provided, however, that, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (i) decrease the Offer Price or change the form of consideration payable in the OfferOffer (other than by adding consideration), decrease the number of shares of Company Common Stock sought (ii) seek to be purchased in the Offerpurchase less than all outstanding Shares, (iii) impose additional material conditions to the Offer in addition to those set forth in Annex I or otherwise modify or amend any other term of the conditions to the Offer set forth in Annex I that are in a manner that is materially adverse to the holders of shares of Company Common StockShares, except as provided or (iv) waive the conditions set forth in this AgreementAnnex II. The initial expiration date Upon the terms and subject to the conditions of the Offer and this Agreement, Purchaser shall accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (c) The Offer shall be December 27, 2006 made by means of an offer to purchase (the “Expiration Date,” unless Offer to Purchase”) subject to the period of time for which conditions set forth in Annex I and Annex II. As soon as reasonably practicable on the date the Offer is open commenced, Parent and Purchaser shall be extended in accordance file with the immediately following sentenceSEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, in which event the term “Expiration Date” shall mean Schedule TO”) with respect to the latest time and date as the Offer, as so extended, may expire); provided, however, Offer that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without will comply in all material respects with the consent provisions of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period all applicable federal securities Laws (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later other than March 31, 2007 (A) if immediately prior with respect to the Expiration Date any accuracy or completeness of information supplied by the Tender Company for inclusion or incorporation by reference into the Schedule TO or other Offer Conditions are not satisfied or waived by ParentDocuments), or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and a form of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Daterelated letter of transmittal, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if may contain a summary advertisement (A) the Company has not received an Acquisition Proposal that has not been withdrawnat Parent’s sole discretion), (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect which documents, together with any of its covenants and agreements contained in this Agreement and (C) supplements or amendments thereto, are referred to collectively herein as the Tender “Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Documents.” Parent and Merger Sub Purchaser shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that cause the Offer does not expire until ten (10) Business Days from Documents to be mailed to the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent holders of Shares as and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with securities laws. Each of the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the CompanyParent and Purchaser, on the other hand, agrees promptly to correct promptly any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that it the Schedule TO or the Offer Documents shall be, or have become become, false or misleading in any material respect respect, and Merger Sub Parent and Purchaser further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed with the SEC and the Offer Documents, as so corrected, to be disseminated to stockholders holders of the CompanyShares, in each case, as and case to the extent required by applicable federal securities Laws. The Parent and Purchaser shall provide the Company and its counsel shall be given with a reasonable opportunity to review and comment on the Schedule TO and any Offer Documents in advance of their filing before they are filed with the SEC and dissemination mailed to stockholders the holders of the CompanyShares. In addition, Parent and Merger Sub shall Purchaser agree to provide to the Company and its counsel copies in writing of with any comments and shall inform the Company of any oral comments comments, whether written or oral, that Parent, Merger Sub Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The , to consult with the Company and its counsel shall be given a reasonable opportunity prior to review responding to any such written and oral comments and proposed to provide the Company with copies of all such responses, whether written or oral.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article VIII, as promptly as practicable after the date of this Agreement but in no event later than May 11, 2012, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all issued and outstanding shares of Common Stock (including shares of Restricted Common Stock) at the Offer Price; provided, however, that Merger Sub shall not be required to commence the Offer if (i) any of the conditions set forth in clauses 2(a), 2(b), 2(c), 2(e), 2(f), or 2(g) of Annex I have occurred or (ii) the Company Board shall have made an Adverse Change Recommendation. The Offer Price shall be net to the seller in cash, subject to reduction only for any applicable Taxes. (b) Subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Merger Sub of the other conditions set forth in Annex I (collectively, the “Offer Conditions”), promptly after the later of (i) twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) the earliest date as of which the Minimum Condition has been satisfied and each of the other Offer Conditions has been satisfied, or waived, by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms, and accept for payment and pay promptly after the Expiration Date for all shares of Common Stock (including shares of Restricted Common Stock) validly tendered and not properly withdrawn pursuant to the Offer. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Merger Sub expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition (provided that Merger Sub will not waive the Minimum Condition without the prior written consent of the Company) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement, in each case subject to extending the Offer as required by applicable Law; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Merger Sub shall not (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of shares of Common Stock sought to be purchased in the Offer, (D) add to, or impose conditions to the Offer, other than the Offer Conditions, (E) amend or modify any of the Offer Conditions or any of the terms of the Offer in a manner adverse to the holders of shares of Common Stock or that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions contemplated hereby, (F) waive or change the Minimum Condition or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date), unless this Agreement is terminated in accordance with Article VIII. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at 9:00 a.m. (New York City time) on the date that is twenty-one (21) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the date hereof commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (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 and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any event within of the other Offer Conditions have not been satisfied (other than conditions which by their nature are to be satisfied at the Offer Acceptance Time), or waived by Parent or Merger Sub if permitted hereunder, then prior to the then scheduled expiration date (A) Merger Sub may, at its option, extend the Offer for one or more periods of not more than five (5) Business Days following the date of this Agreement each (or such other later date number of Business Days as the parties may mutually agree and ending no later than the Termination Date in writingorder to permit the satisfaction of such conditions (subject to the right of Merger Sub to waive any Offer Condition, other than the Minimum Condition, in accordance with this Agreement) and (B) Merger Sub shall, if such condition or conditions are then capable of being satisfied prior to the Termination Date, extend the Offer from time to time until such conditions are satisfied or waived; provided, that Merger Sub shall not be required to extend the offer beyond the Termination Date; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period or periods required by applicable Law, interpretation or position of the SEC or its staff or NASDAQ or its staff, in each case applicable to the Offer, provided that Merger Sub shall not be required to extend the Offer beyond the Termination Date. (f) Merger Sub may (and the Offer Documents shall reserve the right of Merger Sub to) provide for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in compliance with Rule 14d-11 promulgated under the Exchange Act of not less than three (3) Business Days nor more than twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) immediately following the expiration of the Offer. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all shares of Common Stock validly tendered during such subsequent offering period as promptly as practicable after any such shares of Common Stock are tendered and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase and pay for any and all shares of Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s covenants, agreements and obligations in respect of the Offer and this Agreement, in each case to the extent such covenants and payment obligations are to be performed or made at or prior to Closing. (g) In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, (i) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, (ii) not acquire any shares of Common Stock pursuant to the Offer and (iii) cause any depository acting on behalf of Merger Sub to promptly return, in accordance with applicable Law, all tendered shares of Common Stock to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall use reasonable best efforts to (i) shall amend file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to reflect Purchase and form of the execution related letter of this Agreement transmittal, form of summary advertisement and such other customary documents as the terms hereof, Company and Parent may agree (ii) shall file an amendment to their the Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC Purchase and such other filingsdocuments, deliveries, mailings and notices, collectively and together with any amendments, exhibits or all amendments and supplements thereto, the “Offer Documents”) and (iiiii) shall use their reasonable best efforts to consummate the Offer. If cause the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought Documents to be purchased in the Offer, impose additional conditions disseminated to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except in each case as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consentfederal securities Laws. Parent and Merger Sub agree that they shall not terminate cause the Offer prior Documents and all exhibits, amendments or supplements thereto filed by either Parent or Merger Sub with the SEC to any scheduled Expiration Date without comply in all material respects with the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement Exchange Act and the satisfaction or waiver rules and regulations thereunder and other applicable Laws. Each of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contraryParent, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, Company agrees to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect respect, and Merger Sub Parent further agrees to take use all steps necessary reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to stockholders holders of the Companyshares of Common Stock, in each case, case as and to the extent required by applicable federal securities LawsLaw. The Company shall promptly furnish or otherwise make available to Parent and Merger Sub or Parent’s legal counsel, for inclusion in the Offer Documents, all information reasonably requested by Parent and reasonably available to the Company concerning the Company and the Company’s shareholders that may be required in connection with any action contemplated by this Section 1.1(h) to be included in the Offer Documents, including in connection with communicating the Offer to the record and beneficial holders of the shares of Common Stock. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their and any amendments thereto prior to the filing thereof with the SEC and dissemination to stockholders of the CompanySEC. In addition, Parent and Merger Sub shall agree to provide to the Company and its counsel copies in writing of with any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written responses thereto, and to promptly inform them of any oral comments or other communications. The Company and its counsel shall be given a reasonable opportunity to review and comment upon any such written responses and to participate in any oral responses and Parent shall give due consideration to all reasonable additions, deletions or changes, as applicable, suggested thereto by the Company and its counsel. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (i) Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and proposed responsesshall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Common Stock held by them into the Offer.

The Offer. (a) Provided that this Agreement Each of the Company and the Parent shall not have been terminated in accordance with Section 8.1, as promptly as practicable following the date hereof and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect publicly announce the execution of this Agreement promptly following its execution, and shall cooperate with the timing of such announcements consistent with Company's obligations as a reporting company under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). (b) Provided that nothing shall have occurred that has resulted in a failure to satisfy any of the conditions set forth in Annex I to this Agreement, not later than five business days after execution of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule l4d-2 under the Exchange Act) an offer to purchase all Shares at a price of $33.00 per Share, net to the selling stockholder in cash (the "Offer," which term shall include any amendments to such Offer not prohibited by this Agreement). The obligation to consummate the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer and not withdrawn a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I to this Agreement. The Offer shall be made by means of an offer to purchase containing the Minimum Condition and the terms hereoffurther conditions set forth in Annex I. Merger Sub hereby covenants and agrees that it shall hold the Offer open for not less than 20 business days. Simultaneously with the commencement of the Offer, (ii) Merger Sub shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “"SEC”") and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the a Tender Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934Statement on Schedule 14D-1, as amended (including the rules and regulations promulgated thereundersupplemented, the “Exchange Act”) (such documents filed or required with respect to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”"Schedule 14D-1") and (ii) the other conditions set forth in Annex I hereto related Letter of Transmittal, as amended or supplemented, (collectively with the Minimum Condition, Schedule 14D-1 the “Tender "Offer Conditions”Documents") have been satisfied or waived in writing by Parent. (b) Without provided that prior to the prior written consent filing of the Offer Documents, Merger Sub shall have afforded the Company's counsel with a reasonable opportunity to review and make comments with respect to the Offer Documents. The Parent agrees to provide the Company and its counsel with any comments that the Parent or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof. Each of the Parent, Parent Company and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders the holders of the Company, in each caseShares, as and to the extent required by applicable federal securities Laws. The Company laws. (c) Parent and its counsel shall be given a reasonable opportunity Merger Sub expressly reserve the right to review and comment on waive any of the conditions to the Offer Documents and to modify the terms and conditions of the Offer from time to time, except that, without the prior written approval of the Company, the Offer shall not be amended (i) to reduce the cash price per Share to be paid pursuant thereto, (ii) to reduce the number of Shares to be purchased thereunder, (iii) to change the form of consideration to be paid in advance the Offer, (iv) to increase the minimum number of their filing with Shares which must be tendered to satisfy the SEC and dissemination Minimum Condition, (v) to impose additional conditions to the Offer or (vi) otherwise to amend the terms of the Offer in a manner that is materially adverse to the stockholders of the Company. In the event that the conditions set forth in paragraphs (a)(ii), (a)(iii) or (a)(iv) of Annex I shall not have been satisfied or waived at the scheduled or any extended expiration date of the Offer, Parent and Merger Sub shall provide to extend the Company expiration date of the Offer in increments of not less than five business days; provided that Parent and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from shall not be required to extend the SEC or its staff with respect to expiration date of the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsespast February 15, 2000.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, and none of the events or conditions in clause (c) of Annex I shall have occurred and be continuing, as promptly as practicable following after the date hereof (but in no event later than eleven (11) Business Days after the date of the initial public announcement of this Agreement), the Purchaser shall, and Parent shall cause the Purchaser to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer. (b) Subject to (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares, if any, then owned of record by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of all outstanding Shares (determined on a Fully Diluted Basis) entitled to vote (A) in the election of directors or (B) upon the adoption of this Agreement and approval of the Merger, on the date Shares are accepted for payment (collectively, the “Minimum Condition”); and (ii) the satisfaction or waiver by Parent or the Purchaser of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after the Purchaser is legally permitted to do so under applicable Law (the date and time of acceptance for payment, the “Acceptance Time”). Parent shall provide or cause to be provided to Purchaser on a timely basis funds sufficient to purchase and pay for any event within five and all Shares that Purchaser becomes obligated to accept for payment and purchase pursuant to the Offer. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the holder of such Share in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). (5c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the conditions and requirements set forth in Annex I. Parent and the Purchaser expressly reserve the right to increase the Offer Price, waive any condition to the Offer (except the Minimum Condition) or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price payable in the Offer, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend or modify the other conditions set forth in Annex I in a manner adverse to the holders of Shares, (vi) extend the Expiration Date other than in accordance with this Agreement, or (vii) amend any other term of the Offer which is adverse to the holders of Shares. (d) Subject to the provisions of this Agreement, unless extended in accordance with the terms of this Agreement, the Offer shall expire at 12:00 midnight (Eastern time) on the date (the “Initial Expiration Date”) that is twenty (20) Business Days following the commencement of the Offer or, if the Offer has been extended in accordance with this Agreement, at the time and date of this Agreement to which the Offer has been so extended (the Initial Expiration Date, or such other later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). (e) Purchaser may, without the consent of the Company, if on or prior to any then scheduled Expiration Date any of the conditions of the Offer are not satisfied or waived, extend the Offer for such period as the parties may mutually agree Purchaser determines, provided that such extension shall be in writing)increments of not more than ten (10) Business Days if all of the conditions set forth on Annex I other than the Minimum Condition have been satisfied or waived at such Expiration Date. In addition, if on or prior to any then scheduled Expiration Date, any of the conditions to the Offer have not been satisfied or, to the extent waivable by the Parent or the Purchaser pursuant to this Agreement, waived by Parent or the Purchaser, subject to Parent’s rights in Article 7, the Purchaser shall, and Merger Sub Parent shall cause the Purchaser to, extend the Offer for successive periods of up to ten (10) Business Days each, the length of each such period to be determined by the Purchaser in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that the Purchaser shall not be required to extend the Offer beyond the Termination Date; provided, further, that the Purchaser shall not be required to extend the Offer after the Company delivers, or is required to deliver, to Parent a notice with respect to an Acquisition Proposal that has been received by the Company, its Subsidiaries, or any Company Representative, in accordance with Section 5.4, except to the extent that prior to the then scheduled Expiration Date (i) shall amend the Offer Acquisition Proposal giving rise to reflect such notice has been withdrawn or the execution of this Agreement and Company Board has rejected the terms hereofAcquisition Proposal giving rise to such notice, (ii) the Company Board has reconfirmed the Company Board Recommendation, and (iii) the withdrawal or rejection of such Acquisition Proposal and the reconfirmation of the Company Board Recommendation shall file an amendment to their Schedule TOhave been publicly announced by the Company. In addition, which amendment the Purchaser shall include an amended offer to purchaseextend the then scheduled Expiration Date for any period or periods required by applicable Law or applicable rules, form regulations, interpretations or positions of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required or its staff or the New York Stock Exchange (“NYSE”). (f) If necessary to be made in connection with obtain sufficient Shares to reach the Offer under Short Form Threshold (without regard to Shares issuable upon the federal securities Laws, including Regulations 14D and 14E exercise of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed Top-Up Option or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock Shares tendered pursuant to the Offer, subject only to the conditions guaranteed delivery procedures that (i) there shall be validly tendered and have not withdrawn prior to the expiration yet been delivered in settlement or satisfaction of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Conditionguarantee), the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentencePurchaser may, in which event the term “Expiration Date” shall mean the latest time and date as the Offerits sole discretion, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a “subsequent offering period after the Expiration Date, period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (including Act. Subject to the obligations that Merger Sub terms and conditions of this Agreement and the Offer, the Purchaser shall, and Parent shall cause the Purchaser to, immediately accept for payment, and promptly pay for for, all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date Shares that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% during such “subsequent offering period”. The Offer Documents shall provide for the possibility of a “subsequent offering period” in a manner consistent with the number terms of shares of Company Common Stock outstanding determined on a Fully Diluted Basis;this Section 1.1(f). (iig) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company Company, except in the event that if this Agreement is terminated pursuant to Section 8.1 hereof. Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall, and Parent shall cause the Purchaser to, promptly (cand in any event within twenty four (24) Subject to the terms hours of such termination) terminate the Offer and shall not acquire the Shares pursuant thereto. If the Offer is terminated by the Purchaser, or this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant is terminated prior to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares acquisition of Company Common Stock validly tendered and not validly withdrawn pursuant to Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares that have not then been purchased in the Offer to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Acceptance DateSchedule TO”). For The Schedule TO shall include, as exhibits: the avoidance Offer to Purchase, a form of doubtletter of transmittal, the notice of guaranteed delivery, a form of summary advertisement and notwithstanding anything in this Agreement other ancillary Offer documents and instruments required by the Exchange Act pursuant to which the Offer shall be made (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares, as and to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to extent required by the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Exchange Act. Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agrees agree to promptly correct promptly any information provided by it such party for use in the Offer Documents Documents, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub further agrees to take all steps necessary Parent and the Purchaser agree to cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination to stockholders of the Company. Parent and Merger Sub the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide to the Company and its counsel with copies in writing of any comments written comments, and shall inform the Company them of any oral comments comments, that Parent, Merger Sub the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and oral comments Parent and proposed responsesthe Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Buyer shall, as promptly as reasonably practicable following after the date hereof and of this Agreement, but in any no event within five later than the twenty-fifth (525th) Business Days Day following the date of this Agreement (unless another date is agreed in writing by the parties hereto) and, without the consent of the Company, not to be unreasonably withheld, conditioned or such other later delayed, no earlier than the twentieth (20th) Business Day following the date of this Agreement, commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer. The obligations of Buyer to accept for payment, and pay for, any Shares validly tendered and not properly withdrawn pursuant to the Offer shall be subject to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I (the “Offer Conditions”). The date on which Buyer commences the Offer is referred to as the parties may mutually agree in writing), Parent “Offer Commencement Date”. (b) In accordance with the terms and Merger Sub (i) shall amend the Offer to reflect the execution conditions of this Agreement and subject to the satisfaction or waiver (to the extent such waiver is permitted hereunder and not prohibited by applicable Law) of the Offer Conditions, Buyer shall (and Parent shall cause Buyer to), at or as promptly as practicable following the Expiration Time (but in any event within two (2) Business Days thereafter), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event within two (2) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay (by delivery of funds to the depositary for the Offer) for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing”). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Offer Consideration payable in respect of each Share pursuant to the first sentence of this Section 2.1(b) shall be paid (without interest and less applicable withholding Taxes) on the terms hereofand subject to the conditions of this Agreement. (c) Buyer expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part, any of the Offer Conditions and to make any change in the terms of, or conditions to, the Offer; provided, that, without the prior written consent of the Company, Buyer shall not (and Parent shall cause Buyer not to): (i) waive or change the Minimum Tender Condition (except to the extent contemplated under paragraph 1(a) of Annex I); (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, decrease the Offer Consideration; (iii) change the form of transmittal letterconsideration to be paid in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend or otherwise change the Expiration Time, form except as otherwise provided in this Agreement; (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of notice the Offer Conditions or terms of guaranteed delivery the Offer in a manner adverse to the holders of Shares; or (vii) increase the Offer Consideration by an increment of less than $0.10 per Share. (d) The Offer shall initially expire at 9:00 a.m. (Eastern Time), or at such other time as the parties hereto may mutually agree, on the date that is fifty (50) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (unless another date is agreed in writing by the parties hereto); provided that in no event shall such expiration time occur prior to the date of the EGM (such initial expiration date and all other necessary documents time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and exhibits in accordance with Section 2.1(e), the Securities date and Exchange Commission time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). (e) Subject to Article VI, Buyer may or shall (in which case Parent shall cause Buyer to), as applicable, extend the Offer from time to time as follows: (i) Buyer shall (and Parent shall cause Buyer to) extend the Offer for the minimum period as required by any rule, regulation, interpretation or position of the SEC, the staff thereof, or Nasdaq, as applicable to the Offer; (ii) if, at the then-scheduled Expiration Time, any of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (to the extent such waiver is permitted under this Agreement or applicable Law), then Buyer shall (and Parent shall cause Buyer to) extend the Offer on one or more occasions in consecutive periods of up to ten (10) Business Days each (with each such period to end at 5:00 p.m. (Eastern Time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time, the Offer Condition set forth in paragraph 1(b) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer may extend the Offer on such occasion for periods of up to twenty (20) Business Days; provided, further, that (x) Buyer shall not be required to, and shall not without the prior written consent of the Company, extend the Offer to a date later than the Outside Date (as the Outside Date may be extended pursuant to Section 6.2(b)) and (y) if the only remaining unsatisfied Offer Condition is the Minimum Tender Condition, Buyer shall not be required to extend the Offer on more than two (2) occasions in consecutive periods of up to ten (10) Business Days each (with each such period to end at 5:00 p.m. (Eastern Time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company); (iii) Buyer may extend the Offer to such other date and time as may be mutually agreed by Parent and the Company in writing; or (iv) Buyer may extend the Offer to the Business Day immediately following the date that is thirty (30) calendar days after the date of the EGM or Subsequent EGM at which the Merger Resolutions are approved. (f) Following the Acceptance Time, Buyer shall (and Parent shall cause Buyer to) (and the Offer Documents shall so indicate) provide a subsequent offering period (“Subsequent Offering Period”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection accordance with the Offer Rule 14d-11 promulgated under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934not less than ten (10) Business Days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act). In the event that prior to the expiration of the Subsequent Offering Period, as amended Buyer or Parent has publicly announced its intention to, subject to the terms of this Agreement, effectuate the Asset Sale, Buyer shall (including and Parent shall cause Buyer to) (and the rules and regulations promulgated thereunderOffer Documents shall so indicate) extend the Subsequent Offering Period for at least five (5) Business Days to permit any remaining Minority Shareholders to tender their Shares in exchange for the Offer Consideration (such extension, the “Exchange ActMinority Exit Offering Period”). Notwithstanding anything to the contrary contained herein, in the event that promptly following the Expiration Time, Buyer or Parent has publicly announced its intention to, subject to the terms of this Agreement, effectuate the Mergers, Buyer shall not be required to provide a Subsequent Offering Period (or, for the avoidance of doubt, a Minority Exit Offering Period), but may do so if Buyer chooses. (g) The Offer may not be terminated prior to the Initial Expiration Time or the then-scheduled Expiration Time (as the same may be extended pursuant to Section 2.1(e)) unless this Agreement is validly terminated pursuant to Article VI. If this Agreement is validly terminated pursuant to Article VI, Buyer shall (and Parent shall cause Buyer to) promptly (and in any event within twenty-four (24) hours following such documents filed valid termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement by Parent prior to the acceptance for payment and payment for Shares tendered pursuant to the Offer, Buyer shall (and Parent shall cause Buyer to) as promptly as practicable, and in any event within three (3) Business Days of the termination, return, and shall cause any depositary acting on behalf of Buyer to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. Nothing in this Section 2.1(g) shall affect any termination rights under Article VI. (h) As soon as practicable on the Offer Commencement Date, Parent and Buyer shall (i) file or required cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which contains or incorporates by reference an offer to purchase and a related letter of transmittal and other appropriate ancillary offer documents required to be included therein (such other filingsSchedule TO and the documents included therein pursuant to which the Offer will be made, deliveries, mailings and notices, collectively and together with any amendments, exhibits amendments or supplements thereto and including exhibits thereto, the “Offer Documents”) and (iiiii) shall use their reasonable best efforts to consummate the Offer. If cause the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought Documents to be purchased in the Offer, impose additional conditions disseminated to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date Shares to the extent required by applicable Law in connection with such price increase United States federal securities Laws and (B) subject any other applicable Law. The Company shall furnish promptly to prior consultation with Parent and Buyer all information concerning the Company, extend the Expiration Date to the extent otherwise Company required by the Exchange Act and applicable Law, or as reasonably requested by Parent, to be set forth in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”)Documents. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger SubBuyer, on the one hand, and the Company, on the other hand, agrees promptly to correct promptly any information provided by it for use inclusion or incorporation by reference in the Schedule TO and the Offer Documents if and to the extent that it shall have such information has become (or has become known to be) false or misleading in any material respect respect. Parent and Merger Sub further agrees to take all steps necessary Buyer shall use their reasonable best efforts to cause the Offer Documents Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to stockholders holders of the CompanyShares, in each case, as and case to the extent required by applicable United States federal securities LawsLaws and any other applicable Law. The Parent and Buyer shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents in advance of their filing each time before any such document is filed with the SEC SEC, and dissemination Parent and Buyer shall give due consideration to stockholders of all reasonable additions, deletions or changes to such documents (and any amendments thereto) suggested thereto by the CompanyCompany and its counsel. Parent and Merger Sub Buyer shall provide to the Company and its counsel copies in writing of with (A) any comments or other communications, whether written or oral, that Parent and shall inform the Company of any oral comments that Parent, Merger Sub Buyer or their counsel may receive from time to time from the SEC or its staff or other Governmental Bodies with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments. The Company those comments or other communications and its counsel shall be given (B) a reasonable opportunity to review any such written participate in the responses of Parent and oral Buyer to those comments and proposed responsesto provide comments on those responses (and Parent and Buyer shall give due consideration to all reasonable additions, deletions or changes to such responses suggested by the Company and its counsel), including by participating with Parent and Buyer or their counsel in any discussions or meetings with the SEC or other Governmental Bodies to the extent such participation is not prohibited by the SEC or other Governmental Bodies. The parties hereto agree that, notwithstanding the notice provisions of this Agreement, communications with respect to the Offer Documents, including communications related to any SEC comments, may be made on behalf of each party by email through their respective counsel. (i) Parent shall provide or cause to be provided to Buyer on a timely basis the funds necessary to purchase any Shares that Buyer becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 8.1a failure to satisfy any of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five business days following the date hereof and in any event within five (5) Business Days following public announcement of the date terms of this Agreement (or such other later date as the parties may mutually agree in writing)Agreement, Parent and Merger Sub (i) Subsidiary shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file commence an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”"Offer") and make to purchase all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act outstanding Shares at a price of 1934$21.00 per Share, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant net to the Offer, seller in cash. The Offer shall be subject only to the conditions condition that (i) there shall be validly tendered and not withdrawn in accordance with the terms of the Offer, immediately prior to the expiration date of the Offer such and not withdrawn, a number of shares of Company Common Stock Shares that, when added to together with the shares of Company Common Stock already Shares then owned by Parent, Merger Sub Parent and their its Subsidiaries, would constitute represents at least a majority of the shares of Company Common Stock Shares outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer fully-diluted basis (the “"Minimum Condition”") and (ii) to the other conditions set forth in Annex I hereto (collectively with hereto. Merger Subsidiary expressly reserves the right to waive the Minimum Condition, the “Tender Offer Conditions”) have been satisfied Condition or waived in writing by Parent. (b) Without the prior written consent any of the Company, Parent and Merger Sub shall not decrease other conditions to the Offer Price and to make any change in the terms or conditions of the Offer; provided that no change may be made that changes the form of consideration payable in to be paid, decreases the Offer, decrease price per Share or the number of shares of Company Common Stock Shares sought to be purchased in the Offer, impose additional Offer or imposes conditions to the Offer which are broader than or amend any other term of the Offer in a manner that is materially adverse addition to the holders of shares of Company Common Stock, except as provided those set forth in this Agreement. Annex I. The initial scheduled expiration date of the Offer shall be December 27is January 6, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period)2000. Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer (i) from time to timetime if, in their sole discretionat the scheduled or extended expiration date of the Offer, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender conditions to the Offer Conditions shall not have been satisfied or waived, until such conditions are satisfied or waived; provided that if any of the conditions to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer, if such condition or conditions could reasonably be expected to be satisfied, for one additional period of 20 business days, (ii) for any period required by Parentany rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law and (iii) on one or more occasions (all such occasions aggregating not more than 10 business days) beyond the latest expiration date that would otherwise be permitted under clause (i) or (Bii) if immediately prior to the Expiration Dateof this sentence, the Minimum Condition is satisfied but if, on such expiration date, the number of shares of Company Common Stock that have been validly Shares tendered (and not withdrawn) pursuant to the Offer is Offer, together with the Shares then owned by Parent, represents less than 90% of the number of shares of Company Common Stock outstanding determined Shares on a Fully Diluted Basis; (ii) if any fully-diluted basis. Subject to the foregoing and to the terms and conditions of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition ProposalMerger Subsidiary shall, providedand Parent shall cause it to, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly Shares properly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (db) Each As soon as practicable on the date of commencement of the Offer, Parent and Merger SubSubsidiary shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, on which will contain the one handoffer to purchase and form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and such documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent, Merger Subsidiary and the Company, on the other hand, Company each agrees promptly to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect respect. Parent and Merger Sub further agrees Subsidiary agree to take all steps necessary to cause the Offer Documents Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable an opportunity to review and comment on the Offer Documents in advance of (and any amendments thereto) prior to their filing being filed with the SEC and dissemination or disseminated to stockholders the holders of the CompanyShares. Parent and Merger Sub Subsidiary shall provide to the Company and its counsel copies in writing of with any comments and shall inform the Company of any oral comments or other communications that Parent, Merger Sub Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesor other communications.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, and subject to compliance in all material respects by the Company with its covenants in this Section 1.1 and Section 1.2, as promptly as practicable following the date hereof practicable, and in any event within five ten (510) Business Days following business days after the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, Purchaser shall commence (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form within the meaning of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including amended, and the rules and regulations promulgated thereunder, thereunder (the “Exchange Act”)) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept purchase for payment and pay for any shares of Company Common Stock tendered pursuant to cash all Shares at the OfferOffer Price, subject only to the conditions that (i) there shall be being validly tendered in the Offer (in the aggregate) and not withdrawn prior to the expiration of the Offer such that number of shares of Company Common Stock thatShares which, when added to together with the shares of Company Common Stock already Shares then beneficially owned by Parent, Merger Sub and their Parent or its Subsidiaries, would constitute represents at least a majority of the Shares outstanding on a fully diluted basis and no less than a majority of the voting power of the outstanding shares of capital stock of the Company Common Stock outstanding determined entitled to vote in the election of directors or upon the approval of this Agreement, in each case on a Fully Diluted Basis immediately prior to the date of expiration of the Offer fully diluted basis (collectively, the “Minimum Condition”) and (ii) the satisfaction or waiver of the other conditions and requirements set forth in Annex I hereto I. Subject to the prior satisfaction of the Minimum Condition and the prior satisfaction or waiver by Parent or Purchaser of the other conditions and requirements set forth in Annex I, Purchaser shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered pursuant to the Offer as soon as practicable after Purchaser is legally permitted to do so under applicable law; provided, however, that the initial expiration date of the Offer shall be the date that is twenty (collectively with 20) business days following the commencement of the Offer. The obligation of Purchaser to accept for payment and pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject to the Minimum Condition and the other conditions and requirements set forth in Annex I. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions and requirements set forth in Annex I. Neither Parent nor Purchaser may waive the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or Price, change the form of consideration payable in the Offer, decrease reduce the maximum number of shares of Company Common Stock sought Shares to be purchased in the Offer, Offer or impose additional conditions to the Offer or amend any other term in addition to those set forth in Annex I without the prior written consent of the Offer in a manner that is materially adverse to Company. Notwithstanding the holders foregoing, (A) if, as of shares of Company Common Stock, except as provided in this Agreement. The initial any scheduled expiration date of the Offer, all conditions to the Offer shall be December 27not have been satisfied or waived, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub Purchaser may, without the consent of the Company, from time to time, in their its sole discretion, extend the Expiration Date expiration date of the Offer for such period (not to exceed ten (10) Business Days business days on any single occasion) as Parent and Merger Sub Purchaser may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent2006, or such later date which is no later than the third (B3rd) if immediately prior to business day following the Expiration Datelatest of (1) the date on which Parent’s and Purchaser’s rights of negotiation expire under Section 8.1(f), (2) any Recommendation Deadline and (3) the Minimum Condition is satisfied but the number twentieth (20th) business day following receipt by Parent or Purchaser of shares of Company Common Stock that have been validly tendered (and not withdrawn) a notice pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensionsSection 8.1(b)(ii)(B), ; provided, that the failure of the Offer to be consummated, at the time of such extension extension, shall not (other than in circumstances described in clause (3)) be a result of Parent or Purchaser having failed to comply in any material respect with its covenants or agreements contained in this Agreement and (B) if applicable, Purchaser shall extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three (3) or more than ten (10) business days, if necessary, in order to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of such condition subsequent offering period, and not withdrawn a number of Shares which, together with Shares then beneficially owned by Parent, Purchaser and/or any other wholly-owned Subsidiary of Parent represents at least 90% of the then outstanding Shares on a fully diluted basis and (C) if, as of any scheduled expiration date of the Offer, any of the events described in paragraphs (c), (d) or (e) of Annex I has occurred and is reasonably capable continuing, then, at the request of being satisfied and the Company has (received prior to the then scheduled expiration date of the Offer), Purchaser shall extend the Offer, until 5:00 p.m. New York City time on the date that is the later of (1) the date Parent would otherwise be entitled to terminate this Agreement pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iii), as applicable, and (2) the third (3rd) business day following the date on which the matters which gave rise to the events described in paragraphs (c), (d) or (e) of Annex I have been cured or waived by Purchaser such that the conditions in Annex I are then satisfied or waived (it being understood that Purchaser may effect such extension through a series of extensions of such duration(s) as Purchaser may determine); provided, that the Company shall not received an Acquisition Proposal that has not been withdrawn;be entitled to require Parent to extend the Offer pursuant to this clause (C) on more than one occasion. (iiii) if If (A) the Company has not received an delivered a Notice of Acquisition Proposal that has not been withdrawnProposal, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions conditions and requirements of Annex I (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within before March 31, 2006, then, if at any scheduled expiration date of the Offer, the Minimum Condition shall not have been satisfied, at the request of the Company (received from time to time prior to the then scheduled expiration date of the Offer and confirmed in writing), Purchaser shall extend the Offer to a date requested by the Company (but no later than five Business Days (5) business days beyond the then scheduled expiration date of the Offer on any single occasion); provided, that in no event shall Purchaser be required to extend the expiration date of the Offer to any date later than March 31, 2006 pursuant to this Section 1.1(b)(i). (ii) If (A) the Company delivers a Notice of Acquisition Proposal to Parent and (B) the Company provides Parent with a written request (a “Request”) that Purchaser extend the expiration date of the Offer (which Request may or may not be included in, and may be delivered later than, the Notice of Acquisition Proposal), then Purchaser shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until fifteen (15) business days (such date as it may be extended pursuant to this Section 1.1(b)(ii), the “Recommendation Deadline”) from the date the Company gives (or gave) such Notice of Acquisition Proposal; provided, that (1) the Company may not deliver a Request on more than one occasion; and (2) if the Request was delivered on or prior to the twentieth (20th) business day following the date of this Agreement and, during the four (4) business day period ending on (and including) the date on which the Recommendation Deadline occurs, the Company delivers to Parent a Notice of Acquisition Proposal relating to an Acquisition Proposal from a Person or group that does not include any Person participating (other than solely as a source of debt financing) in the Acquisition Proposal as to which the prior Notice of Acquisition Proposal relates, then Purchaser shall, upon the request of the Company, extend the expiration date of the Offer to such date as is necessary to assure that the Offer does not expire until the fifth (5th) business day following receipt of such second Notice of Acquisition Proposal and the Recommendation Deadline shall automatically be extended to such fifth (5th) business day. (iii) Parent and Purchaser further agree that (A) if at any one or more scheduled expiration dates of the Offer, any of the Regulatory Conditions have not been satisfied (or such conditions have been satisfied and the date of such satisfaction is after the third (3rd) business day preceding the date of expiration of the Offer (an “Abbreviated Expiration”)), but at such scheduled expiration date all of the other conditions to the Offer set forth in Annex I (other than the Minimum Condition) shall then be satisfied, or if not then satisfied, are either (1) reasonably capable of being satisfied or (2) unsatisfied (or not reasonably capable of being satisfied), as a result of a breach of this Agreement by Parent or Purchaser, then, so long as the failure of the Regulatory Conditions to be satisfied shall not be a result of a breach by the Company of its obligations under this Agreement, at the request of the Company (received prior to the then-scheduled expiration date of the Offer and confirmed in writing), Purchaser shall extend the expiration date from time to time, to a date that is no later than March 31, 2006 and (B) if at any one or more scheduled expiration dates of the Offer after March 31, 2006, any of the Antitrust Conditions has not been satisfied (or there has been an Abbreviated Expiration with respect to the Antitrust Conditions), but at such scheduled expiration date all of the other conditions to the Offer set forth in Annex I (other than the Minimum Condition) shall then be satisfied, or if not then satisfied, are either (1) reasonably capable of being satisfied or (2) unsatisfied (or not reasonably capable of being satisfied), as a result of a breach of this Agreement by Parent or Purchaser, then, so long as the failure of the Antitrust Conditions to be satisfied shall not be a result of a breach by the Company of its obligations under this Agreement, at the request of the Company (received prior to the then-scheduled expiration date of the Offer and confirmed in writing), Purchaser shall extend the expiration date from time to time, to a date that is no later than September 14, 2006; provided, that in the case of clause (A) and (B) of this sentence, Purchaser shall not be required to extend the Offer by more than ten (10) business days on any single occasion or, in the case of an extension due to an Abbreviated Expiration, three (3) business days following the Abbreviated Expiration. (iv) Without limiting the right of Parent and Purchaser to extend the Offer pursuant to Section 1.1(a), if at any one or more scheduled expiration dates of the Offer on or after March 31, 2006, any of the Antitrust Conditions has not been satisfied or waived (or there has been an Abbreviated Expiration with respect to the Antitrust Conditions), but on such date all of the other conditions to the Offer set forth in Annex I (other than the Minimum Condition) shall then be satisfied or waived, or if not then satisfied, are either (A) reasonably capable of being satisfied or (B) unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent the Company or Merger Suba failure of the condition set forth in clause (d) of Annex I, then, if at any scheduled Expiration Date, so long as the Minimum Condition failure of the Antitrust Conditions to be satisfied shall not have been satisfied, at the request be a result of the Companya breach by Parent or Purchaser of its obligations under this Agreement, Parent and Merger Sub shall extend the Expiration Date Purchaser may, on one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Companyoccasions, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date expiration date of the Offer to a date that is no later than September 14, 2006; provided that Purchaser shall not extend the expiration date by more than an aggregate of ten (10) Business Days pursuant business days on any single occasion (or, in the case of an extension due to this clause an Abbreviated Expiration, three (iii3) business days following the Abbreviated Expiration); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and. (v) Parent and Merger Sub Purchaser may (A) increase the Offer Price and extend the Expiration Date Offer to the extent required by applicable Law law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date expiration date of the Offer to the extent otherwise required by applicable Lawlaw, in each case in Parent’s and Merger Sub’s their reasonable discretion and without the Company’s consent. Parent and Merger Sub Purchaser shall not terminate the Offer prior to any scheduled Expiration Date expiration date (as the same may be extended or required to be extended) without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof8.1. (c) Subject to As soon as practicable on the terms of date the Offer is commenced, Parent and this Agreement Purchaser shall file with the Securities and Exchange Commission (the satisfaction or waiver of “SEC”), pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant Statement on Schedule TO with respect to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any together with all amendments, supplements and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offerexhibits thereto, the “Acceptance DateSchedule TO”). For The Schedule TO shall include the avoidance summary term sheet required under Regulation M-A and, as exhibits, the Offer to Purchase and a form of doubtletter of transmittal and summary advertisement (collectively, together with any amendments and notwithstanding anything supplements thereto, the “Offer Documents”). Parent and Purchaser agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of Shares, in this Agreement each case as and to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of extent required by applicable federal securities laws. Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. Parent and Merger Sub Purchaser further agrees agree to take all steps necessary to cause the Offer Documents Documents, as so corrected (if applicable), to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination to stockholders of the Company. Parent and Merger Sub Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Purchaser shall provide to the Company and its counsel with copies in writing of any comments written comments, and shall inform the Company them of any oral comments comments, that Parent, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and oral comments Parent and proposed responsesPurchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. If the Offer is terminated or withdrawn by Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, Parent and Purchaser shall promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Parent and Purchaser, to return all tendered Shares to the registered holders thereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18.01, as promptly as practicable following Merger Sub shall, and Parent shall cause Merger Sub to, on or before the date hereof and that is ten (10) Business Days after the date of the initial public announcement of this Agreement (but in any no event within earlier than five (5) Business Days following after the date of the initial public announcement of this Agreement (or such other later date as the parties may mutually agree in writingAgreement), Parent and Merger Sub commence (i) shall amend within the Offer to reflect the execution meaning of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated. (b) The obligations of Merger Sub to, and of Parent will to cause Merger Sub to to, accept for payment and pay for any shares of Company Common Stock tendered Shares pursuant to the Offer, Offer is subject only to the conditions that terms and the satisfaction or waiver (ias provided in Section 1.01(c) there shall be validly tendered and not withdrawn prior to the expiration below) of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement). 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 and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or which may be waived in writing by Parent. (b) Without Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iii) impose additional conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common StockShares, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 or (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (ivi) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten as defined below) except as required or permitted by Section 1.01(e). (10d) Business Days on any single occasion) as Parent and Merger Sub may determine, to a On the date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the number of shares of Company Common Stock outstanding determined on U.S. Securities and Exchange Commission (the “SEC”) a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied Statement on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension Schedule TO with respect to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such date as is necessary Schedule TO and the documents included therein pursuant to assure that which the Offer does not expire until ten (10will be made, together with any supplements or amendments thereto, the “Offer Documents”) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase cause the Offer Price Documents to be disseminated to the holders of Shares as and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date Law. The Company hereby consents to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without inclusion of the recommendation of the Company Board that the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of stockholders accept the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn tender their Shares pursuant to the Offer promptly after such Expiration Date (such date as the “Company Board Recommendation”) in the Offer Documents. Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offershall, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to , cause the Offer unless Documents to comply as to form in all material respects with the Minimum Condition requirements of applicable Law. The Company shall have been satisfied. (d) Each of promptly furnish to Parent and Merger Sub, on Sub all information concerning the one hand, Company and the Companyholders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), on including communication of the other hand, Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect respect, and Parent and Merger Sub further agrees agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders the holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the CompanyLaw. Parent and Merger Sub shall provide to the Company and its counsel copies in writing of with any written comments (and shall inform the Company of orally describe any oral comments comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days (as defined below) (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and oral comments Parent shall cause Merger Sub to, promptly (and proposed responsesin any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18.01 hereof, as promptly as practicable following none of the date hereof events set forth on paragraphs (a) through (f) of Annex II shall have occurred and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement be continuing and the terms hereof, Company is prepared (iiin accordance with Section 1.02(c)) shall to file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the United States Securities and Exchange Commission (the “SEC”) the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable after the Agreement Date (and make all deliveriesin any event no later than ten (10) Business Days after the date of initial public announcement of this Agreement, filings, publications, mailings and telephonic notices provided that the Company has so complied with the Pennsylvania Takeover Disclosure Law (to the extent actions are required to be made in connection taken by it) and is prepared to file with the Offer SEC the Schedule 14D-9), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto)), the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate purchase all of the Offer. If outstanding Shares at the Offer is consummated, Parent will cause Price. The obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock Shares validly tendered and not properly withdrawn pursuant to the Offer, Offer shall be subject only to the conditions that (i) the condition that there shall be validly tendered and not withdrawn in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer such (as it may be extended from time to time hereunder), and not properly withdrawn, a number of shares of Company Common Stock Shares that, when added to together with the shares of Company Common Stock already Shares then directly or indirectly owned by Parent, Merger Sub and their Subsidiaries, would constitute represents at least a majority of the shares of Company Common Stock outstanding determined on a all Fully Diluted Basis Shares immediately prior to the date Share Acceptance Time (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of expiration of the Offer such guarantee) (the “Minimum Condition”) ), and (ii) the other conditions set forth in Annex I hereto II (collectively together with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied ). Merger Sub, or waived Parent on behalf of Merger Sub, expressly reserves the right to waive, in writing by Parent. (b) Without the prior written consent its sole and absolute discretion, in whole or in part, any of the Company, Parent Offer Conditions and Merger Sub shall not decrease the Offer Price or to make any change the form of consideration payable in the Offer, decrease the number terms of shares of Company Common Stock sought to be purchased in the Offer, impose additional or conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent unless otherwise provided by this Agreement or previously approved by the Company in writing (which approval may be granted or withheld by the Company in its sole and Merger Sub absolute discretion), (A) the Minimum Condition may provide for a subsequent offering period after not be waived or amended, (B) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex II, or otherwise amends 01. Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (such time, the “Initial Expiration Date,” and such time, or such subsequent time to which the expiration of the Offer is extended in accordance with Rule 14d-11 under the Exchange Act (including terms of this Agreement, the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period“Expiration Date”). Notwithstanding anything in this Agreement to the foregoing, contrary, unless this Agreement has been terminated in accordance with Section 8.01, (i) Parent and Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, without the consent of the Company, from time to timeextend the Offer on one or more occasions, in their sole discretion, extend the Expiration Date for such period (not consecutive increments of up to exceed ten (10) Business Days each, for any period up to and including the Outside Date if on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the then-scheduled Expiration Date any of the Tender Offer Conditions are has not been satisfied or waived in writing by ParentMerger Sub (or Parent on its behalf), or (B) if immediately prior until such Expiration Date on which all Offer Conditions shall then be satisfied or, to the Expiration Dateextent permitted, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; waived, (ii) if any Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, without the consent of the Tender Company, extend the Offer Conditions for any period required by any rule, regulation, interpretation or position of the SEC or The NASDAQ Stock Market applicable to the Offer, (other than iii) except to the Minimum Condition) is not satisfied on extent otherwise agreed in writing by the Company prior to any then-scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub (or Parent on its behalf) shall extend the Expiration Date Offer on one or more times (the period occasions, in consecutive increments of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant each, up to this and including the Outside Date, until the condition set forth in clause (iii); ii) of the first paragraph of Annex II related to the HSR Act is satisfied or waived in writing by Merger Sub (or Parent on its behalf) and (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such any scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that but all other Offer Conditions are satisfied, then Merger Sub extend the Expiration Date, then (or Parent and Merger Sub on its behalf) shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until on a single occasion for a ten (10) Business Days from the date the Company received such Acquisition Proposal, Day period; provided, however, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub shall not be required to extend the Offer pursuant to this sentence beyond the Outside Date. Notwithstanding anything in this Agreement to the contrary, Merger Sub (or Parent on its behalf) may (A) increase the Offer Price and extend the Expiration Offer up to and including the Outside Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Lawincrease, in each case case, in Parent’s its sole and Merger Sub’s reasonable absolute discretion and without the consent of the Company’s consent. Following the expiration of the Offer, Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, provide a subsequent offering period or one or more extensions thereof (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act, if, as of the commencement of such period, there shall not have been validly tendered (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee), and not properly withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of shareholders of the Company in accordance with Section 1924(b)(1)(ii) of the Pennsylvania Business Corporation Law (the “Business Corporation Law”). Subject to the foregoing, including the requirements of Rule 14d-11 under the Exchange Act, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable (within the meaning of Rule 14e-1(c) of the Exchange Act), (1) after the Expiration Date, all Shares validly tendered and not properly withdrawn pursuant to the Offer and/or (2) all Shares validly tendered in any Subsequent Offering Period. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Shares such amounts as Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Laws relating to Taxes. If the payment of the Offer Price is to be made to a Person other than the Person in whose name the tendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so tendered be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate tendered, or required for any other reason relating to such holder or requesting Person, or shall have established to the satisfaction of Parent and Merger Sub that such Tax either has been paid or is not required to be paid. To the extent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding were made by Merger Sub. Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company (in its sole and absolute discretion), except in the event that if this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject 8.01. If the Offer is terminated by Parent or Merger Sub, or this Agreement is terminated prior to the terms purchase of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to Shares in the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not promptly (within the meaning of Rule 14e-1(c) of the Exchange Act) return, and Parent shall cause any depositary acting on behalf of Merger Sub not toto return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (b) accept for payment any shares As promptly as practicable on the date of Company Common Stock tendered pursuant commencement of the Offer, Parent and Merger Sub shall (i) file a Tender Offer Statement on Schedule TO with respect to the Offer unless (together with all amendments, and supplements thereto and including exhibits thereto, the Minimum Condition “Schedule TO”) with the SEC, which shall have been satisfied. contain an Offer to Purchase reflecting the material terms and conditions of this Agreement, and a form of the letter of transmittal and other ancillary Offer documents and instruments, if any, in respect of the Offer (dtogether with the Schedule TO, collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) Each subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger SubSub in writing all information concerning the Company that may be required by applicable Law for inclusion in the Offer Documents. Each of Parent, on the one hand, Merger Sub and the Company, on the other hand, Company agrees promptly to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect respect, and Parent and Merger Sub further agrees agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to stockholders holders of the CompanyShares, in each casecase as, as and to the extent extent, required by applicable federal securities LawsLaw. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing Schedule TO before it is filed with the SEC SEC, and dissemination Parent and Merger Sub shall give due consideration to stockholders of the Companyreasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Merger Sub shall promptly provide to the Company and its counsel with copies in writing of any written comments or communications, and shall inform the Company them of any oral comments or communications, that Parent, Merger Sub or their counsel may receive after the Agreement Date from the SEC or its staff with respect to the Offer Documents or otherwise with respect to the Offer promptly after receipt of such commentsthose comments or other communications. The Company and its counsel shall be given a reasonable opportunity to review any written responses to such written and oral SEC comments and proposed responsesParent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18, and that all of the conditions set forth in clauses 2(a), (b), (c), (d), (g), (h) and (i) of Annex I shall then be satisfied (in the case of clause 2(d), with respect to covenants and obligations that the Company is required to comply with or to perform prior to such time) or waived by Parent or Purchaser, as promptly as practicable following the date hereof and in any event within five (5) Business Days following after the date of this Agreement but in no event more than ten (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i10) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to business days after the date of expiration this Agreement, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) Subject to the terms and conditions of this Agreement, including the prior satisfaction of the Offer (Minimum Condition and the “Minimum Condition”) and (ii) satisfaction or waiver by Purchaser of the other conditions set forth in Annex I hereto (collectively with the Minimum Conditioncollectively, the “Tender Offer Conditions”), after the Expiration Date, as herein defined, Purchaser shall (and Parent shall cause Purchaser to) have been satisfied or waived consummate the Offer in writing by Parentaccordance with its terms, and promptly accept for payment and promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer. (bc) Without The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Offer Price or Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, (D) impose additional conditions to the Offer in addition to the Offer Conditions, (E) amend or amend modify any other term of the Offer Conditions in a manner that adversely affects holders of Shares generally, (F) change the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be terminated prior to the Expiration Date, unless this Agreement is materially adverse terminated in accordance with Section 8. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (1) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied, or waived by Parent or Purchaser if permitted hereunder, then Purchaser shall extend the Offer for one or more periods of not more than five (5) business days each (the length of such periods to be determined by Parent) or such other number of business days as the parties may agree (subject to the right of Purchaser to waive any Offer Condition (other than the Minimum Condition) in accordance with this Agreement and the parties’ respective rights to terminate this Agreement in accordance with Section 8 of this Agreement, other than pursuant to Section 8.1(b)); and (2) Purchaser shall extend the Offer for the minimum period required by applicable Legal Requirements, interpretation or position of the SEC or its staff or NASDAQ or its staff. (f) The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of shares of Company Common Stock, except Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. The initial expiration date of . (g) Purchaser may (and the Offer shall be December 27, 2006 (Documents may reserve the “Expiration Date,” unless the period right of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may Purchaser to) provide for a subsequent offering period after (within the Expiration Date, meaning of Rule 14d-11 promulgated under the Exchange Act) in accordance compliance with Rule 14d-11 under the Exchange Act of not less than three (including 3) nor more than twenty (20) business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the obligations that Merger Sub Exchange Act) immediately accept and promptly pay for all shares of Company Common Stock tendered during following the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent expiration of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior Offer. Subject to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (terms and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained conditions set forth in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to Parent shall cause Purchaser to, and Purchaser shall, accept and pay for all Shares validly tendered during any such date as is necessary to assure that subsequent offering period in compliance with Rule 14e-1(c) under the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; andExchange Act. (vh) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in In the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Datehereof, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub Purchaser shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not Purchaser to) accept for payment promptly (and in any shares event within twenty-four (24) hours of Company Common Stock tendered such termination), irrevocably and unconditionally terminate the Offer, shall not acquire any Shares pursuant to the Offer unless and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the Minimum Condition shall have been satisfiedregistered holders thereof. (di) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent and Merger SubParent, on the one hand, Purchaser and the Company, on the other hand, Company agrees to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect respect, and Merger Sub Parent further agrees to take use all steps necessary reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities LawsLegal Requirements. The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Acquired Corporations and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.1(i) including communicating the Offer to the record and beneficial holders of the Shares. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their prior to the filing thereof with the SEC and dissemination to stockholders of the CompanySEC. Parent and Merger Sub shall Purchaser agree to provide to the Company and its counsel copies in writing of with any comments and shall inform the Company of any oral comments that Parent, Merger Sub Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its counsel staff with respect to the Offer Documents or the Offer. (j) Without limiting the generality of Section 9.12, Parent shall cause to be given provided to Purchaser all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer, and shall cause Purchaser to perform, on a reasonable opportunity to review timely basis, all of Purchaser’s obligations under this Agreement. Parent and Purchaser shall, and each of Parent and Purchaser shall ensure that all of their respective controlled Affiliates shall, tender any such written and oral comments and proposed responsesShares held by them into the Offer.

The Offer. (a) Provided that (i) none of the events set forth in paragraphs (b) and (d) of Annex I to this Agreement shall have occurred and be existing, (ii) the Company shall have complied with its obligations under Section 2.03(c) and Section 2.03(d) and (iii) this Agreement shall not have previously been validly terminated in accordance with Section 8.110.01, as promptly as practicable following reasonably practicable, but in no event later than twelve (12) business days (as defined in Rule 14d-1(g)(3) promulgated under the date hereof and in any event within five (5Exchange Act) Business Days following after the date of this Agreement, Parent shall cause Purchaser to, and Purchaser shall, commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer for all of the outstanding Company Common Shares (other than Company Common Shares described in Section 4.01(a)) for a price per Company Common Share equal to the Offer Price (as adjusted as provided in Section 2.01(f)). The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 promulgated under the Exchange Act, is referred to in this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub “Offer Commencement Date”. (b) As promptly as practicable on the later of: (i) shall amend the Offer to reflect the execution earliest date as of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Purchaser is permitted under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub applicable Law to accept for payment and pay for any shares of Company Common Stock Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, Purchaser shall (and Parent shall cause Purchaser to), except as contemplated by Section 2.01(d)(iv), accept for payment all Company Common Shares tendered pursuant to the Offer (and not validly withdrawn). The obligation of Purchaser to accept for payment Company Common Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). Promptly after the acceptance for payment of any Company Common Shares tendered pursuant to the Offer, subject only Purchaser shall pay for such Company Common Shares. (c) Parent and Purchaser expressly reserve the right to increase the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration Offer Price, waive any Offer Condition or amend, modify or supplement any of the Offer such number Conditions or terms of shares of Company Common Stock that, when added the Offer. Notwithstanding anything to the shares of Company Common Stock already owned by Parentcontrary contained in this Agreement, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer neither Parent nor Purchaser shall (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without without the prior written consent of the Company, Parent and Merger Sub shall not ): (i) change or waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Common Shares sought to be purchased by Purchaser in the Offer; (iii) reduce the Offer Price Price; (iv) extend or otherwise change the expiration date of the Offer (except to the extent permitted or required pursuant to Section 2.01(d)); (v) change the form of consideration payable in the Offer; or (vi) amend, decrease the number modify or supplement any of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer Conditions or amend any other term terms of the Offer in a manner that is materially adverse adversely affects, or would reasonably be expected to adversely affect, the holders of shares of Company Common Stock, except Shares. (d) Unless extended as provided in this Agreement. The initial expiration date of , the Offer shall be December 27, 2006 expire on the date (the “Initial Expiration Date,” unless the period of time for which the Offer ”) that is open shall be extended twenty (20) business days (calculated as set forth in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 14d-1(g)(3) promulgated under the Exchange Act (including ) after the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period)Offer Commencement Date. Notwithstanding the foregoing, , (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub Purchaser shall extend the Expiration Date one Offer for any period required by any rule, regulation, interpretation or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result position of the Company having failed SEC or its staff or Nasdaq that is applicable to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, Offer; provided, that in no event shall Parent and Merger Sub Purchaser be required to extend the Offer beyond the Outside Date, (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire (an “Extended Expiration Date”), the Minimum Condition or the Regulatory Condition is not satisfied, then, to the extent requested in writing by the Company no less than two (2) business days prior to the applicable expiration date, Purchaser shall extend the Offer for one or more periods ending no later than the Outside Date, to permit either of such Offer Conditions to be satisfied; provided, that no individual extension shall be for a period of more than an aggregate of ten (10) Business Days pursuant business days and, provided further that Purchaser shall not be required to extend the Offer under this clause (iii); (ivii) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled date beyond the date which is twenty (20) business days after the date on which the Regulatory Condition is satisfied, (iii) if, on the Initial Expiration Date or any Extended Expiration Date, then, if on such scheduled Expiration Date, the Minimum any Offer Condition is not satisfied and this Agreement has not been terminated in accordance with its terms, Purchaser may, in its discretion, extend the Offer for one or more periods, (Biv) if the Company provides Parent with a written request that Merger Sub extend shall have requested in writing no less than two (2) business days prior to the Initial Expiration Date, then Parent and Merger Sub Purchaser shall extend the Offer, to such date as is necessary to assure that Offer for the Offer does period of time stated in the Company’s written request (which period shall not expire until exceed ten (10) Business Days from business days beyond the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (vInitial Expiration Date) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and notwithstanding the satisfaction or waiver of all of the Tender Offer Conditions as on or prior to the Initial Expiration Date and (v) Purchaser may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 promulgated under the Exchange Act following the Acceptance Time, and, if immediately following the Acceptance Time, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% but less than 90% of any Expiration Datethe Company Common Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), including to the Minimum Conditionextent reasonably requested by the Company, Purchaser shall provide for a subsequent offering period of at least ten (10) business days. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent will shall cause Merger Sub to Purchaser to, and Purchaser shall, accept for payment and pay for any and all shares of Company Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer during such subsequent offering period as promptly as practicable after any such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly Shares are tendered during such subsequent offering period and not validly withdrawn pursuant to in any event in compliance with Rule 14e-1(c) promulgated under the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfiedExchange Act. (de) Each of Parent The Offer may be terminated prior to its expiration date (as such expiration date may be extended and Merger Subre-extended in accordance with this Agreement), on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use but only if this Agreement is validly terminated in the accordance with Section 10.01. (f) The Offer Documents if and Price shall be adjusted to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees appropriate to take all steps necessary to cause reflect the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing effect of any comments and shall inform the Company stock split, division or subdivision of any oral comments that Parentshares, Merger Sub stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or their counsel may receive from the SEC or its staff other similar transaction with respect to Company Common Shares occurring or having a record date on or after the Offer Documents promptly after receipt date of such comments. The this Agreement and prior to the payment by Purchaser for the Company and its counsel Common Shares; provided that this subsection (f) shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesnot affect or supersede the provisions of Section 5.01(b) hereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable following the date 7.1 hereof and no event set forth in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing)Annex I hereto shall have occurred and be existing, Parent and shall cause Merger Sub to commence (i) shall amend within the Offer to reflect the execution meaning of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including amended, and the rules and regulations promulgated thereunder, thereunder (the “"Securities Exchange Act”")) the Offer as promptly as practicable, but in no event later than five business days following the public announcement of this Agreement; provided, however, that Parent may designate another direct subsidiary of Parent as the bidder (such documents filed or required to be filed with within the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, meaning of Rule 14d-1(c) under the “Offer Documents”Securities Exchange Act) and (iii) shall use their reasonable best efforts to consummate in the Offer, in which case references herein to Merger Sub shall be deemed to apply to such subsidiary, as appropriate. If the Offer is consummated, The obligation of Parent will to cause Merger Sub to accept for payment and pay for any shares of Company Common Stock Shares tendered pursuant shall be subject to the Offer, subject satisfaction of only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other those conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender "Offer Conditions”) have been satisfied "). The Per Share Amount shall be net to each seller in cash, subject to reduction only for any applicable federal back-up withholding or waived in writing stock transfer taxes payable by Parentsuch seller. The Company agrees that no Shares held by the Company shall be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Parent and shall not permit Merger Sub shall not to (i) decrease the Offer Price Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions to the Offer or amend any other term of the Offer in a any manner that is materially adverse to the holders of shares Shares, provided that nothing herein shall prohibit any waiver of Company Common Stock, except as provided in this Agreement. The initial expiration date any condition or term of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on or any scheduled Expiration Date, then, if requested by other action permitted hereby. Upon the Company, Parent terms and Merger Sub shall extend subject to the Expiration Date one or more times (the period conditions of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and purchase, as soon as practicable after the expiration of the Offer, all shares of Company Common Stock Shares validly tendered and not validly withdrawn pursuant prior to the expiration of the Offer. It is agreed that the Offer Conditions are for the benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to any such condition (except for any action or inaction by Parent or Merger Sub constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Merger Sub, in whole or in part at any time and from time to time, in its sole discretion. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. On the date the Offer is commenced, Parent and Merger Sub shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer promptly after such Expiration Date that shall contain (such date including as Merger Sub an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents") and shall be obligated mail the Offer to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant Purchase to the Offer, holders of the “Acceptance Date”)Shares. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees Sub agree promptly to correct promptly any information provided by it for use in the Offer Documents Schedule 14D-1 if and to the extent that it shall have become false or and misleading in any material respect (and the Company, with respect to written information supplied by it specifically for use in the Schedule 14D-1, shall promptly notify Parent and Merger Sub further agrees of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-1 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub shall take all steps necessary to cause the Offer Documents Schedule 14D- 1 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and 's stockholders to the extent required by applicable Laws, including federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the any Offer Documents in advance of their filing before they are filed with the SEC and dissemination to stockholders of the CompanySEC. In addition, Parent and Merger Sub shall agree to provide to the Company and its counsel copies in writing of with any comments and shall inform the Company of any oral comments or other communications that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments or other communications. (d) The Offer to Purchase shall provide for an initial expiration date for the Offer (the "Expiration Date") of 20 business days (as defined in Rule 14d-1 under the Securities Exchange Act) from the date of commencement of the Offer. The Company Parent and its counsel Merger Sub agree that they shall not terminate or withdraw the Offer or extend the Expiration Date unless at the Expiration Date any of the Offer Conditions shall not have been satisfied or earlier waived. Notwithstanding the foregoing, Merger Sub may (i) extend the Expiration Date (including as it may be given a reasonable opportunity extended) for up to review any ten business days in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC and (ii) extend the initial Expiration Date (including as it may be extended) for up to ten business days, notwithstanding that on such written Expiration Date the Offer Conditions shall have been satisfied or waived, if the number of Shares that have been validly tendered and oral comments not withdrawn represents more than 50 percent but less than 90 percent of the then issued and proposed responsesoutstanding Shares.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1, (ii) the Company is prepared (in accordance with Section 2.2(b)) to file the Schedule 14D-9 on the same date as the Purchaser commences the Offer and (iii) none of the events set forth in clauses (i) through (vii) of Annex I shall have occurred or be continuing, as promptly as practicable following the date hereof (and in any event within five seven (57) Business Days) after the date hereof, the Purchaser shall (and Parent shall cause the Purchaser to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Offer to purchase all the outstanding Shares at the Offer Price, subject to: (i) the condition that there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (if any) then beneficially owned by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis as of immediately following the Acceptance Time (excluding from the number of tendered Shares, but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee)) and entitled to vote in the election of directors or (if a greater majority) on the adoption of this Agreement (collectively, the “Minimum Condition”); and (ii) the satisfaction, or written waiver (where permitted by applicable Law) by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or written waiver (where permitted by applicable Law) by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall (and Parent shall cause and enable the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly after the Purchaser is legally permitted to do so under applicable Law in accordance with the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 3.2(f). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and the Purchaser expressly reserve the right to waive (where permitted by applicable Law), in their sole discretion, in whole or in part, any of the conditions set forth on Annex I, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 5:00 p.m. (New York City time) on the date that is twenty-one (21) Business Days following the commencement of the Offer (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date of this Agreement on which the Offer has been so extended (the Initial Expiration Date, or such other later date as to which the parties may mutually agree Initial Expiration Date has been extended in writingaccordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, Parent and Merger Sub (i) shall amend all of the conditions to the Offer to reflect (including the execution of this Agreement Minimum Condition and the terms hereofother conditions and requirements set forth in Annex I) have not been satisfied or, where permitted by applicable Law, waived in writing by Parent or the Purchaser, the Purchaser shall (iiand Parent shall cause the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to twenty (20) Business Days each, in order to permit the satisfaction of such conditions. In addition, the Purchaser shall file an amendment to their Schedule TO(and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, which amendment shall include an amended offer to purchaseregulations, form interpretations or positions of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and make all deliveriesor its staff. Notwithstanding the foregoing, filings, publications, mailings and telephonic notices the Purchaser shall not be required to be made in connection with extend the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offerreason beyond September 17, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer 2011 (the “Minimum ConditionOutside Date”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent). (bf) Without Notwithstanding the prior written consent of foregoing, if necessary to obtain sufficient Shares to reach the CompanyShort Form Threshold, the Purchaser shall (and Parent and Merger Sub shall not decrease cause the Offer Price or change the form of consideration payable in the OfferPurchaser to), decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a “subsequent offering period after the Expiration Date, period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of not more than twenty (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (1520) Business Days in the aggregate for all such extensions), aggregate; provided, however, that at if the time Purchaser exercises the Top Up Option pursuant to Section 2.4, it shall not be required to provide for a “subsequent offering period.” Subject to the terms and conditions of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from during any such “subsequent offering period”. The Offer Documents will provide for the date possibility of a “subsequent offering period” in a manner consistent with the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; andterms of this Section 2.1(f). (vg) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company Company, except in the event that if this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and Article VIII. If this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn is terminated pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the OfferArticle VIII, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub Purchaser shall not (and Parent shall cause Merger Sub not the Purchaser to) accept for payment promptly (and in any shares event within twenty four (24) hours of Company Common Stock such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered pursuant Shares to the registered holders thereof. (h) As promptly as practicable on the date of the commencement of the Offer, Parent and the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer unless (together with all amendments, supplements and exhibits thereto, the Minimum Condition “Schedule TO”). The Schedule TO shall have been satisfied. include, as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement and other ancillary Offer documents and instruments, if any, in respect of the Offer (d) Each of collectively, together with any amendments and supplements thereto and the Schedule TO, the “Offer Documents”). Parent and Merger Subthe Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Exchange Act. Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub further agrees to take all steps necessary Parent and the Purchaser agree to cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination to stockholders of the Company. Parent and Merger Sub the Purchaser shall provide give due consideration to the additions, deletions or changes suggested thereto by the Company and its counsel copies in writing counsel. In addition, Parent and the Purchaser shall provide the Company with (i) a copy of any written comments and shall inform the Company or telephonic notice of any oral comments that Parent, Merger Sub or their counsel may receive be received from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company thereof and its counsel shall be given prior to responding thereto and (ii) a reasonable opportunity to review provide comments on that response (to which due consideration shall be given) and to participate in such response, including by participating in any such written and oral comments and proposed responsesdiscussions with the SEC. (i) Parent shall provide or cause to be provided to the Purchaser on a timely basis the funds necessary to pay for any Shares that the Purchaser becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable following the date hereof and (but in any no event within five (5later than March 26, 2008) Business Days following after the date of this Agreement (or such other later date as the parties may mutually agree in writing)Agreement, Parent and Merger Sub shall cause Purchaser to commence (iwithin the meaning of Rule 14d-2 of the Exchange Act) shall amend an offer to purchase all outstanding shares of Seller Common Stock at the Offer to reflect the execution of this Agreement Price, and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. If Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer is consummatedConditions, Purchaser shall, and Parent will shall cause Merger Sub to Purchaser to, promptly after the expiration of the Offer, accept for payment and pay for (after giving effect to any required withholding Tax), all shares of Company Seller Common Stock validly tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered Offer and not withdrawn prior to (the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub time and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Conditionacceptance for payment, the “Tender Offer ConditionsAcceptance Date”) have been satisfied or waived in writing by Parent). (b) Without Purchaser reserves the right to waive, in whole or in part, any Tender Offer Condition or modify the terms of the Offer; provided, however, that without the prior written consent of the CompanySeller, Parent and Merger Sub Purchaser shall not decrease the Offer Price or change the form of consideration payable in the Offer, waive or amend the Minimum Condition (as defined in Annex I hereto), decrease the number of shares of Company Seller Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a any manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this AgreementSeller Stockholders. The initial expiration Offer shall remain open until 12:00 midnight, Boston, Massachusetts time, on the date that is twenty (20) Business Days after the commencement (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) of the Offer shall be December 27, 2006 (the “Expiration Date,” ”), unless Purchaser shall have extended the period of time for which the Offer is open shall be extended pursuant to, and in accordance with with, the immediately following sentencesucceeding sentence or as may be required by applicable Laws or interpretations of the Securities and Exchange Commission (“SEC”) or its staff, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub Purchaser may provide for a subsequent offering period (and one or more extensions thereof) after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for Act. If at any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub mayExpiration Date, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are is not satisfied or waived by ParentPurchaser, or (B) Purchaser may extend the Offer from time to time; provided, however, that if immediately prior to all of the Expiration Date, Tender Offer Conditions other than the Minimum Condition is are satisfied but or waived as of the number scheduled expiration of shares the initial twenty (20) Business Day offering period, then Purchaser shall extend such Expiration Date on one or more occasions for a total of Company Common Stock an additional thirty (30) calendar days; provided further that have been validly tendered on any scheduled Expiration Date of the Offer, (and not withdrawni) pursuant if the waiting period under the HSR Act or under any material applicable foreign statutes or regulations applicable to the Offer is less than 90% of or the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; Merger shall have not expired or been terminated, Purchaser shall extend the Offer from time to time until the expiration or termination under the HSR Act or any other material applicable foreign statutes or regulations; or (ii) if any of the Tender Offer Conditions set forth in paragraph (other than the Minimum Conditiona) is not satisfied on any scheduled Expiration Dateof clause (iii) of Annex I hereto shall have occurred and be continuing, then, if requested by the Company, Parent and Merger Sub Purchaser shall extend the Expiration Date one or more times (Offer from time to time until the period earlier of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on after the time such condition or conditions shall no longer exist or (B) such time at which any single occasionof the matters described in such paragraph (a) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied of Annex I hereto shall have become final and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub non-appealable. Nothing contained in this paragraph shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to affect any scheduled Expiration Date without the written consent termination rights of the Company except parties in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Article IX. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent Purchaser will cause Merger Sub to accept for payment and pay for any and all shares of Company Seller Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.

The Offer. (a) Provided that this Agreement nothing shall not have occurred and be continuing that, had the Offer been terminated commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in accordance with Section 8.1Annex I, as promptly as practicable following after the date hereof and in any event within five ten calendar days after the date hereof, Merger Subsidiary shall commence (5within the meaning of Rule 14d-2 under the 0000 Xxx) Business Days following the Offer to purchase any and all of the outstanding Shares at the Offer Price, net to the seller in cash. The Offer shall only be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and/or Merger Subsidiary, represents at least two-thirds of the total number of Shares outstanding on a fully diluted basis (the “Minimum Condition”) and to the other conditions set forth in Annex I. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that, without the prior consent of the Company, (i) the Minimum Condition may not be waived and (ii) no change may be made that changes the form of consideration to be paid, decreases the Offer Price or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I or modifies the conditions set forth in Annex I or amends any other term of the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, (x) without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by Applicable Law and (y) if any condition to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived; provided, in each case, that Merger Subsidiary shall not be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Merger Subsidiary shall not terminate or withdraw the Offer other than in connection with the termination of this Agreement in accordance with Article 11 hereof. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (ii) validly tendered in the Subsequent Offering Period (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”). (b) On the date of this Agreement (or such other later date as commencement of the parties may mutually agree in writing)Offer, Parent and Merger Sub Subsidiary shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that shall amend include the summary term sheet required thereby and, as exhibits, the Offer to reflect the execution of this Agreement Purchase and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, a form of letter of transmittal letterand summary advertisement and other appropriate ancillary Offer documents (collectively, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits amendments or supplements thereto, the “Offer Documents”) and (iiiii) shall use their reasonable best efforts to consummate the Offer. If cause the Offer is consummatedDocuments, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to along with the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration notice of the Offer such number Merger required by Section 3-106(d)(1) of shares Maryland Law (the “Notice of Company Common Stock thatMerger”), when added to the shares be disseminated to holders of Company Common Stock already owned by Shares. Each of Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied Subsidiary and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer agrees promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule TO, the Offer Documents or the Notice of Merger if and to the extent that it such information shall have become (or shall become known to be) false or misleading in any material respect respect. Parent and Merger Sub further agrees to take all steps necessary Subsidiary shall use their reasonable best efforts to cause the Offer Documents Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to stockholders holders of the CompanyShares, in each case, as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents in advance of their filing each time before any such document is filed with the SEC SEC, and dissemination Parent and Merger Subsidiary shall give reasonable and good faith consideration to stockholders of any comments made by the CompanyCompany and its counsel. Parent and Merger Sub Subsidiary shall provide to the Company and its counsel copies in writing of with (i) any comments and shall inform the Company of any oral comments or other communications, whether written or oral, that Parent, Merger Sub Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of such comments. The Company those comments or other communications and its counsel shall be given (ii) a reasonable opportunity to review any such written participate in the response of Parent and oral Merger Subsidiary to those comments and proposed responsesto provide comments on that response (to which reasonable and good faith consideration shall be given).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article X and provided further that the Company is prepared (in accordance with Section 8.11.2) to file the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable following the date hereof and in any event within five (5) Business Days following after the date of this Agreement (or such other Agreement, but in any event not later than 5 Business Days from the date as the parties may mutually agree in writing)of this Agreement, Parent and Merger Sub shall (i) and Parent shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to), if, and only if, this Agreement has been executed by the Company at or prior to 8:00 p.m., New York City time, on December 31, 2015, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any shares of Company Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer, Offer shall be subject only to the conditions that to: (i) there shall be being validly tendered in the Offer (and not withdrawn validly withdrawn) prior to the expiration of the Offer such any then scheduled Expiration Time that number of shares of Company Common Stock thatShares which, when added to together with the shares of Company Common Stock already Shares beneficially owned by Parent, Merger Sub and or any of their Subsidiariesrespective Subsidiaries or Affiliates, would constitute represents at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis Shares as of immediately prior to the date of expiration of the Offer Expiration Time (the “Minimum Condition”) ); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I hereto on Exhibit A (collectively together with the Minimum Condition, the “Tender Offer Conditions”) ). For purposes of determining whether the Minimum Condition has been satisfied, any Shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such Shares have been satisfied or waived in writing by Parent. (b) Without delivered pursuant to such procedures. Subject to the prior written consent satisfaction of the CompanyMinimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions as of the Expiration Time, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth on Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any Party from any obligation or liability such Party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, less any applicable Tax withholding. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not, and Parent shall not decrease on Merger Sub’s behalf, (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, decrease (iii) change, modify or waive the number of shares of Company Common Stock sought to be purchased in the OfferMinimum Condition, impose additional conditions (iv) add to the conditions set forth on Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.1, extend or amend otherwise change the Expiration Time, or (vi) otherwise amend, modify or supplement any other term of the terms of the Offer in a manner that is materially adverse to any shareholders of the holders Company. (d) Subject to the terms and conditions of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with this Agreement or the immediately Parties shall otherwise agree, the Offer shall expire at midnight, New York City time, on the date that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following sentencethe commencement of the Offer (such time, in or such subsequent time to which event the term “Expiration Date” shall mean expiration of the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, Offer is extended in accordance with Rule 14d-11 under this Agreement, the Exchange Act “Expiration Time”). (including e) Subject to the obligations that Merger Sub immediately accept terms and promptly pay for all shares conditions of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, this Agreement, unless this Agreement has been terminated in accordance with Article X, (i) Parent and Merger Sub may, without and at the consent request of the Company, from time to time, in their sole discretionCompany shall (and Parent shall cause Merger Sub to), extend the Expiration Date for such period (not to exceed ten (10) Business Days Offer on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times occasions for periods of up to 20 Business Days per extension (with the period length of each any such extension to be determined by Merger SubSub (or Parent on its behalf) for in its sole discretion) up to fifteen (15) Business Days in and including the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, thenTermination Date, if at any then-scheduled Expiration Date, the Minimum Time any Offer Condition shall has not have been satisfied, at the request of the Company, Parent satisfied or waived and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Expiration Date one Offer for any period or more times for such period (not periods if required by any Law applicable to exceed five (5) Business Days on any single occasion) as may be requested by the CompanyOffer; provided, providedhowever, that in no event shall Parent and Merger Sub be required to, nor shall Parent be required to cause Merger Sub to, extend the Expiration Date Offer beyond the Termination Date. (f) Following expiration of the Offer, Merger Sub (or Parent on its behalf) may, in its sole discretion, provide a subsequent offering period or one or more than an aggregate extensions thereof (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of ten the Exchange Act if, as of the commencement of such period, there shall not have been validly tendered (10) Business Days without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), and not properly withdrawn pursuant to the Offer, that number of Shares necessary to permit the Merger to be effected without a meeting of shareholders of the Company in accordance with Section 321(d)(1)(ii) of the PBCL. Nothing contained in this clause Section 1.1 shall affect any termination rights in Article X. (g) Subject to the terms and conditions of this Agreement and the satisfaction or waiver of the Offer Conditions prior to the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, (i) promptly after the date of the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.1), accept for payment all Shares that have been validly tendered and not properly withdrawn pursuant to the Offer (such acceptance for payment of Shares following the satisfaction or waiver of the Offer Conditions as of the Expiration Time is referred to in this Agreement as the “Offer Closing”), which acceptance shall be by written notice to the Paying Agent, (ii) on the date of the Offer Closing, deposit or cause to be deposited with the Paying Agent cash in U.S. dollars sufficient to pay the aggregate Offer Price for such accepted Shares and (iii); ) cause the Paying Agent to pay the Offer Price (ivsubject to any withholding of Taxes pursuant to Section 3.6) if (A) for all Shares so accepted as promptly as practicable after the Company receives an Acquisition Proposal ten (10) Expiration Time. Parent shall provide or fewer Business Days prior cause to be provided to Merger Sub on a scheduled Expiration Date, then, if on such scheduled Expiration Date, timely basis the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request funds necessary to pay for any Shares that Merger Sub extend becomes obligated to accept for payment pursuant to the Expiration Date, then Parent Offer and shall cause Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and fulfill all of Merger Sub’s reasonable discretion and without the Company’s consent. Parent and obligations under this Agreement. (h) Merger Sub shall not terminate the Offer prior to any then-scheduled Expiration Date Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereofArticle X. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or this Agreement is terminated pursuant to Article X, prior to the acceptance for payment of the Shares tendered in the Offer, Merger Sub shall, and shall cause any depository acting on behalf of Merger Sub to, promptly (and in any event within three Business Days) return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (ci) Subject to As soon as practicable on the terms date of the Offer and this Agreement and the satisfaction or waiver commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant Statement on Schedule TO with respect to the Offer promptly after such Expiration Date (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (such date as Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish in writing to Parent and Merger Sub all information concerning the Company and its Subsidiaries that may be required by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Parent and Merger Sub shall take all steps reasonably necessary to cause the Offer Documents to be obligated to accept for payment any filed with the SEC and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant disseminated to the Offershareholders of the Company, the “Acceptance Date”). For the avoidance of doubt, in each case as and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to extent required by the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agrees agree to take all steps reasonably necessary to cause the Offer Documents Documents, as so corrected (if applicable), to be filed with the SEC and to be disseminated to stockholders the shareholders of the Company, in each case, case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on the such Offer Documents in advance of their filing with the SEC or response, and dissemination to stockholders of the Company. Parent and Merger Sub shall provide give reasonable and good faith consideration to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 8.1Agreement, as promptly as practicable following the date hereof and practicable, but in any no event within later than five (5) Business Days following business days after the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent public announcement by Buyer and Merger Sub (i) shall amend the Offer to reflect the execution Seller of this Agreement and the terms hereofAgreement, (ii) Buyer shall file an amendment cause Newco to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate commence the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of for the Offer shall be December 27, 2006 (the “Expiration Date,” unless 20th business day following the period commencement of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer. The obligation of Newco to accept for payment, as so extendedand pay for, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Seller Common Stock tendered pursuant to the Offer unless shall be subject to the Minimum Condition shall have been satisfiedconditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (db) Each Buyer may, without the consent of Parent Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Merger SubExchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the one handdate first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and the Company, on the other hand, agrees Seller agree promptly to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect respect, and Merger Sub Buyer further agrees to cause Newco to take all steps necessary to cause the Offer Documents Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to stockholders holders of the CompanySeller Common Stock, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company Seller and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents in advance of prior to their filing with the SEC and or dissemination to stockholders the holders of the CompanySeller Common Stock. Parent and Merger Sub shall Buyer agrees to cause Newco to provide to the Company Seller and its counsel copies in writing of any comments and shall inform the Company of any oral comments that ParentBuyer, Merger Sub Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.

The Offer. (a) By no later than 9:00 a.m., New York City time, on Friday, June 27, 2008, Parent, on behalf of Purchaser, shall extend the Pending Offer to July 18, 2008. Provided that this Agreement shall not have been terminated in accordance with Section 8.18.1 and none of the events or conditions set forth in Annex I hereto shall have occurred and be continuing and not have been waived by Parent or Purchaser, as promptly as reasonably practicable following the date hereof and and, in any event event, within five (5) Business Days following of the date of this Agreement (or such other later date as the parties may mutually agree in writing)Agreement, Parent and Merger Sub (i) or the Purchaser shall amend the Pending Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment hereof and to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and purchase for cash all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with Shares at the Offer under the federal securities Laws, including Regulations 14D and 14E Price. The obligations of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub Purchaser to accept for payment and to pay for any shares of Company Common Stock Shares validly tendered pursuant on or prior to the Offer, expiration of the Offer and not properly withdrawn shall be subject only to the conditions that (i) there shall be being validly tendered and not properly withdrawn prior to the expiration of the Offer such that number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least Shares which represents a majority of the shares of Company Common Stock Shares outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer fully-diluted basis (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto hereto. Subject to the prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer set forth in Annex I hereto, the Purchaser shall (collectively and Parent shall cause Purchaser to), in accordance with the Minimum Conditionterms of the Offer, consummate the “Tender Offer Conditions”and accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Offer, which shall initially be July 18, 2008, provided, however, that (x) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as extended in accordance with this Agreement), all conditions to the Offer shall not have been satisfied or waived waived, the Purchaser may, from time to time, in writing its sole discretion, extend the Offer for such period as the Purchaser may determine, (y) the Purchaser may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and (z) the Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), provided that, in no event shall the Offer or any “subsequent offering period” extend beyond the Outside Date without the mutual written consent of the Company and Parent. (b) Without . In addition, the Purchaser may increase the Offer Price and extend the Offer to the extent required by Law in connection with such increase, in each case in its sole discretion and without the Company’s consent. Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall, without the prior written consent of the CompanyCompany (i) change or waive the Minimum Condition, Parent and Merger Sub shall not decrease (ii) reduce the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock Shares sought to be purchased in the Offer, impose additional conditions to (iii) change the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27(except to the extent required or permitted pursuant to this Section 1.1(a)), 2006 (the “Expiration Date,” unless the period of time for which impose any condition to the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior addition to the Expiration Date conditions set forth or referred to in this Section 1.1(a) or amend, modify or supplement any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number terms of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% in any manner adversely affecting the holders of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis;Shares. (iib) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration DateAs promptly as reasonably practicable and, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied orevent, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days of the date of this Agreement, Parent or Purchaser shall file with the United States Securities and Exchange Commission (the “SEC”) an amendment to Parent’s Tender Offer Statement on any single occasion) Schedule TO, as may be requested by amended, and originally filed on May 30, 2008 with respect to the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Pending Offer, to such date as is necessary to assure that which amendment shall reflect the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent execution of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver terms hereof and shall include an amended offer to purchase, form of the Tender Offer Conditions as letter of transmittal and form of notice of guaranteed delivery (collectively, together with any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment amendments and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offersupplements thereto, the “Acceptance DateOffer Documents”). For the avoidance of doubt, and notwithstanding anything in this Agreement Subject to the contraryCompany’s compliance with Section 1.2(b), Merger Sub shall not (Parent and Parent the Purchaser shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each Documents to be disseminated to holders of Shares as required by applicable U.S. federal securities laws. Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and Merger Sub the Purchaser further agrees agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the Company, in each case, Shares as and to the extent required by applicable U.S. federal securities Lawslaws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing before they are filed with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. In addition, Parent and the Purchaser shall provide to the Company and its counsel copies in writing of with (i) any comments and shall inform the Company of any oral comments or communications, whether written or oral, that Parent, Merger Sub the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or the Purchaser’s, as the case may be, receipt of such comments. The Company , and its counsel shall be given (ii) a reasonable opportunity to review any such written and oral participate in the response of Parent or Purchaser to those comments and proposed responsesto provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and/or Purchaser or their counsel in any discussions or meetings with the SEC.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.19.1 and subject to the provisions of this Agreement, as promptly as practicable following the date hereof and but in any no event within later than five (5) Business Days following business days after the date of this Agreement (or such other later date as the parties may mutually agree in writing), public announcement by Parent and Merger Sub (i) shall amend the Offer to reflect the execution Company of this Agreement Agreement, Sub shall, and the terms hereofParent shall cause Sub to, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate commence the Offer. If The obligation of Sub to, and of Parent to cause Sub to, commence the Offer is consummated, Parent will cause Merger Sub to and accept for payment payment, and pay for for, any shares of Company Common Stock Shares tendered pursuant to the Offer, Offer shall be subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto Exhibit A (collectively with the Minimum Condition, the “Tender "Offer Conditions”") have been satisfied or (any of which may be waived in writing whole or in part by Parent. (b) Without Sub in its sole discretion, provided that, without the prior written consent of the Company, Parent and Merger Sub shall not decrease waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of Shares to be purchased in the Offer, (ii) reduce the Offer Price Price, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent not prohibited by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend (vi) make any other term change or modification in any of the terms of the Offer in a any manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period)Shares. Notwithstanding the foregoing, (i) Parent and Merger , Sub may, without the consent of the Company, from (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to time, in their sole discretionthe Offer and (iii) on one or more occasions, extend the Expiration Date Offer for such a period (not of up to exceed ten (10) Business Days an aggregate of 15 business days if, on any single occasion) as Parent and Merger Sub may determine, to a scheduled expiration date that is no later than March 31, 2007 (A) if immediately prior to on which the Expiration Date any of the Tender Offer Conditions are not shall have been satisfied or waived by Parentwaived, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Class A Common Stock (together with any shares of Company Class A Common Stock held by Parent or any of its Subsidiaries) that have been validly tendered (and not withdrawn) pursuant to withdrawn represent more than 70% of the Offer is then issued and outstanding shares of Company Class A Common Stock, but less than 90% of the then issued and outstanding shares of Company Class A Common Stock, and the number of shares of Company Class B Common Stock outstanding determined on a Fully Diluted Basis; (ii) if together with any shares of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested Company Class B Common Stock held by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (CSubsidiaries) the Tender Offer Conditions (other than the Minimum Condition) that have been satisfied or, if validly tendered and not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request withdrawn represent more than 70% of the Companythen issued and outstanding shares of Company Class B Common Stock, Parent but less than 90% of the then issued and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate outstanding shares of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consentClass B Common Stock. Parent and Merger Sub shall agree that Sub will not terminate the Offer prior to any between scheduled Expiration Date without the written consent of the Company expiration dates (except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c9.1) Subject and that, in the event that Sub would otherwise be entitled to terminate the Offer at any scheduled expiration date thereof due to the terms failure of one or more of the Offer and Conditions, unless this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Subterminated pursuant to Section 9.1, on the one handSub shall, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.and

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, as As promptly as practicable following the date hereof (and in any event within five (5) ten Business Days following after the date of this Agreement (or such other later date as the parties may mutually agree in writinghereof), Parent and Merger Sub (i) the Purchaser shall amend commence, within the Offer to reflect the execution meaning of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including amended, and the rules and regulations promulgated thereunder, thereunder (the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto), the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate purchase all the outstanding Shares at the Offer Price. The consummation of the Offer. If , and the Offer is consummated, Parent will cause Merger Sub obligation of the Purchaser to accept for payment and pay for any shares of Company Common Stock Shares tendered pursuant to the Offer, shall be subject only to the conditions that to: (i) there shall be being validly tendered in the Offer and not properly withdrawn prior to the expiration of the Offer such Expiration Date that number of shares Shares which, together with the number of Company Common Stock that, when added to the shares Shares (if any) then owned of Company Common Stock already record by Parent or any of its wholly-owned by Parent, Merger Sub and their direct or indirect Subsidiaries, would constitute including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the shares of Company Common Stock Shares then outstanding (determined on a Fully Diluted Basis immediately prior to the date of expiration fully diluted basis) and no less than a majority of the Offer voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”) and (ii) the satisfaction, or waiver by the Purchaser, of the other conditions and requirements set forth in Annex I. The conditions and requirements to the Offer set forth in Annex I hereto (collectively with are for the Minimum Conditionsole benefit of the Purchaser and may be asserted by the Purchaser in its reasonable judgment regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, the “Tender Offer Conditions”) have been satisfied in its sole discretion, in whole or waived in writing by Parentpart at any time and from time to time, subject to this Section 1.1. (b) Without Subject to the prior written consent satisfaction of the CompanyMinimum Condition and the satisfaction, Parent or waiver by the Purchaser, of the other conditions and Merger Sub requirements set forth in Annex I, the Purchaser shall accept for payment and pay for all Shares validly tendered and not decrease properly withdrawn pursuant to the Offer promptly. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law. To the extent any such amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, decrease (iii) reduce the maximum number of shares of Company Common Stock sought Shares to be purchased in the Offer, impose additional (iv) amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer or amend any other term of the Offer set forth in Annex I in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided Shares or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement. The initial expiration , the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this sentence shall be December 27, 2006 construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (the “Expiration Date,” unless the period of time for which the Offer is open shall be d) Unless extended in accordance with the immediately terms of this Agreement, the Offer shall expire at 12:00 midnight (New York City time) on the date that is 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following sentencethe commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which event the term Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date” ”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied, or, where permitted by applicable Law and this Agreement, waived by the Purchaser, the Purchaser shall mean (and Parent shall cause the latest time Purchaser to) extend the Offer on one or more occasions, for successive periods of up to 20 Business Days each, until the satisfaction or, where permitted by applicable Law and date as this Agreement, waiver by the OfferPurchaser of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the “SEC”) or its staff. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to extend the Offer for any reason beyond April 30, 2012 (the “Outside Date”); provided however that if, as so extendedof such date, may expireall conditions set forth in Annex I have been satisfied other than either (i) obtaining the Required Governmental Approval or (ii) both obtaining the Required Governmental Approval and satisfying the Minimum Condition, then either Parent or the Company may, in its sole discretion and pursuant to written notice to the other party no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for up to (but no more than) two successive 30 calendar day periods starting on May 1, 2012 (each such extension to be 30 days and, thereafter, the last date of each such additional thirty-day period shall for all purposes of this Agreement be the “Outside Date”) solely to satisfy such condition(s); providedprovided further that in no event shall the Outside Date, howeveras it may be extended pursuant to this Section 1.1(e), that extend past June 30, 2012. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Parent and Merger Sub may or the Company to terminate this Agreement pursuant to Article 7 hereof. (f) If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to the exercise of the Top-Up Option), the Purchaser may, in its sole discretion, provide for a “subsequent offering period after the Expiration Date, period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (including of up to 20 Business Days. Subject to the obligations that Merger Sub terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for payment, and promptly pay for for, all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date Shares that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% during such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the number terms of shares of Company Common Stock outstanding determined on a Fully Diluted Basis;this Section 1.1(f). (iig) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company Company, except in the event that if this Agreement is terminated pursuant to Section 8.1 hereof. Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall promptly (c) Subject and in any event no later than the end of the next Business Day following such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the terms purchase of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Acceptance DateSchedule TO”). For The Schedule TO shall include, as exhibits, the avoidance Offer to Purchase, a form of doubtletter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and notwithstanding anything in this Agreement exhibits thereto, the “Offer Documents”). The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and to the contrary, Merger Sub extent required by the Exchange Act. The Company shall not (promptly furnish to Parent and the Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent shall cause Merger Sub not to) accept or the Purchaser for payment any shares of Company Common Stock tendered pursuant to inclusion in the Schedule TO and the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger SubDocuments. The Purchaser, on the one hand, and the Company, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub further the Purchaser agrees to take all steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination the Purchaser shall give due consideration to stockholders of the Companyreasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Merger Sub In addition, the Purchaser shall provide to the Company and its counsel with copies in writing of any comments written comments, and shall inform the Company them of any oral comments comments, that Parent, Merger Sub the Purchaser or their its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and oral comments the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and proposed responsesits counsel.

The Offer. (a) Provided that this Agreement the Company shall not have been terminated in accordance complied with its obligations under Section 8.11.2(b) and Section 1.2(c), as promptly as practicable following after the date hereof (and in any event within five (5) Business Days following the date of this Agreement (or such other no later date as the parties may mutually agree in writingthan October 9, 2009), the Purchaser shall (and Parent and Merger Sub (ishall cause the Purchaser to) shall amend commence, within the Offer to reflect the execution meaning of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including amended, and the rules and regulations promulgated thereunder, thereunder (the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto), the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate purchase for cash all the Offer. If outstanding Shares at the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the OfferPrice, subject only to the conditions that to: (i) there shall be being validly tendered in the Offer and not properly withdrawn prior to the expiration of the Offer such Expiration Date that number of shares Shares which, together with the number of Company Common Stock thatShares (if any) then owned of record by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, when added to the shares of Company Common Stock already owned by Parentdirectly or indirectly, Merger Sub and their Subsidiariessole voting power, would constitute represents at least a majority of the shares of Company Common Stock Shares then outstanding (determined on a Fully Diluted Basis immediately prior to the date of expiration fully diluted basis) and no less than a majority of the Offer voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote in the election of directors or (if a greater majority) upon the adoption of this Agreement and approval of the Merger (collectively, the “Minimum Condition”) and (ii) the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent.I. (b) Without Subject to the prior written consent satisfaction of the CompanyMinimum Condition and the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after the Purchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, less any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Merger Sub shall not decrease the Purchaser expressly reserve the right to waive any of the conditions and requirements set forth in Annex I, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, decrease (iii) reduce the maximum number of shares of Company Common Stock sought Shares to be purchased in the Offer, impose additional (iv) amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer or amend any other term of the Offer set forth in Annex I in a manner that is materially adverse to the holders of shares of Shares or the Company Common Stock, except as provided or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. The initial expiration date of the Offer shall be December 27, 2006 . (the “Expiration Date,” unless the period of time for which the Offer is open shall be d) Unless extended in accordance with the immediately terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following sentencethe commencement of the Offer (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the time and date to which event the term Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date” ”). (e) If, on or prior to the Initial Expiration Date, the Minimum Condition, the HSR Condition or the Governmental Approval Condition has not been satisfied or waived by Parent or the Purchaser, the Purchaser shall mean (and Parent shall cause the latest time and date as Purchaser to), to the Offerextent requested in writing by the Company no less than two (2) Business Days prior to the scheduled Expiration Date, as so extendedextend the Offer for up to two (2) periods each of twenty (20) Business Days or less, may expire)in order to permit the satisfaction of such conditions; provided, however, that the Purchaser shall not be required to extend the Offer beyond December 31, 2009 (the “Initial Outside Date”) if any condition to the Offer has not been satisfied on or prior to the Initial Outside Date; provided, however, that, in the event that on the Initial Outside Date, (i) all of the conditions to the Offer have been satisfied, or waived by Parent and Merger Sub may the Purchaser, other than the HSR Condition and/or the Governmental Approval Condition, but the HSR Condition and/or the Governmental Approval Condition has not been satisfied or (ii) either Parent, the Purchaser, the Company or their counsel has received comments from the SEC or its staff with respect to the Schedule TO, the Offer Documents or the Schedule 14D-9 which remain unresolved or, if resolved, require the expiration date of the tender to be extended, the Initial Outside Date automatically shall be extended by 30 days one time (in each case, such extended date, the “Extended Outside Date”). Notwithstanding the foregoing, the Purchaser may, in its sole discretion without the consent of the Company, but subject to the Company’s right to terminate this Agreement pursuant to Article 7, extend the Offer for one or more periods, if, at any then scheduled Expiration Date, any of the conditions set forth in Annex I shall not have been satisfied or waived. In addition, subject to the right of Parent to terminate this Agreement (and the Offer) in accordance with Section 7.1, the Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission (the “SEC”) (or its staff) or of the Nasdaq Global Market (“Nasdaq”). (f) Notwithstanding the foregoing, if necessary to obtain sufficient Shares to reach the Short Form Threshold, the Purchaser may, in its sole discretion, provide for a “subsequent offering period after the Expiration Dateperiod” (and one or more extensions thereof) of up to twenty (20) Business Days, in accordance with Rule 14d-11 under the Exchange Act Act. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (including and Parent shall cause the obligations that Merger Sub Purchaser to) immediately accept for payment, and promptly pay for for, all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date Shares that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% during any such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the number terms of shares of Company Common Stock outstanding determined on a Fully Diluted Basis;this Section 1.1(f). (iig) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company Company, except in the event that if this Agreement is validly terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and Article 7. If this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock is validly tendered and not validly withdrawn terminated pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the OfferArticle 7, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub Purchaser shall not (and Parent shall cause Merger Sub not the Purchaser to) accept promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is validly terminated or withdrawn by the Purchaser, or this Agreement is validly terminated prior to the acceptance for payment of Shares in the Offer, the Purchaser shall promptly return, and shall cause any shares depositary acting on behalf of Company Common Stock the Purchaser to return, in accordance with applicable Law, all tendered pursuant Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer unless that will comply with the Minimum Condition applicable provisions of the federal securities Laws (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall have been satisfied. include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (d) Each of collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Merger Subthe Purchaser agree to cause the Offer Documents to be filed with the SEC and disseminated to holders of Shares, in each case, as and to the extent required by the Exchange Act. Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Schedule TO and the Offer Documents Documents, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub further agrees to take all steps necessary Parent and the Purchaser agree to cause the Schedule TO and the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination to stockholders of the Company. Parent and Merger Sub the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide to the Company and its counsel with copies in writing of any comments written comments, and shall inform the Company them of any oral comments comments, that Parent, Merger Sub the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto by Parent, the Purchaser, or their counsel. The Company and its counsel shall be given a reasonable an opportunity to review any such written or oral responses and oral comments Parent and proposed responsesthe Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (i) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares occurring on or after the date hereof and prior to the Purchaser’s acceptance for payment of, and payment for, the Shares pursuant to the Offer. (j) Nothing in this Section 1.1 shall affect any termination rights in Section 7.1.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18.1 and none of the events set forth in Annex I hereto shall have occurred and be continuing, as promptly as practicable following Purchaser shall commence (within the date hereof and in any event within five (5) Business Days following the date meaning of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “"Exchange Act”")) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub as promptly as practicable (and in any event not later than ten (10) business days) following the date hereof. The obligations of Purchaser to accept for payment and to pay for any shares of Company Common Stock Shares validly tendered pursuant on or prior to the Offer, expiration of the Offer and not withdrawn shall be subject only to the conditions that (i) there shall be being validly tendered and not withdrawn prior to the expiration of the Offer such that number of shares of Company Common Stock thatShares which, when added to together with the shares of Company Common Stock already Shares then actually owned by ParentYahoo! or Purchaser or any direct or indirect wholly owned subsidiary of Yahoo!, Merger Sub and their Subsidiaries, would constitute represents at least a majority of the shares of Company Common Stock Shares outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “"Minimum Condition”) "); and (ii) the other conditions set forth in Annex I hereto (collectively with hereto. For purposes of the foregoing, "Fully Diluted Basis" shall refer to the number of Shares issued and outstanding at any time after taking into account all Shares issuable upon the conversion of Launch convertible securities or upon the exercise of any options, warrants or rights to purchase shares of Launch capital stock that could vest within 90 days of the time of determination and in each case that have a conversion or exercise price per share less than the Offer Price. Subject to the prior satisfaction or waiver by Yahoo! or Purchaser of the Minimum ConditionCondition and the other conditions of the Offer set forth in Annex I hereto, Purchaser shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") that contains the terms set forth in this Agreement, the “Tender Offer Conditions”) have been satisfied or waived Minimum Condition and the other conditions set forth in writing by Parent. (b) Without the prior written consent of the CompanyAnnex I hereto. Purchaser shall not, Parent and Merger Sub Yahoo! shall cause Purchaser not to, decrease the Offer Price or Price, change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock Shares sought to be purchased in the Offer, impose additional conditions to the Offer, extend the offer beyond the date that is twenty (20) business days after commencement of the Offer (the "Initial Expiration Date") except as set forth below, or amend any other term condition of the Offer in a any manner that is materially adverse to the holders of shares the Shares, in each case without the prior written consent of Company Common StockLaunch (such consent to be authorized by Launch's Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, except as provided in this Agreement. The initial expiration date Purchaser may, without the consent of the Offer shall be December 27Launch, 2006 (the “Expiration Date,” unless the period of time for which i) extend the Offer is open shall be extended in accordance with beyond the immediately following sentenceInitial Expiration Date for the shortest time periods which it reasonably believes are necessary, in which one or more such periods, but in no event more than an additional fifteen (15) business days, if, at the term “Expiration Date” shall mean the latest time and date as scheduled expiration of the Offer, as so extendedYahoo! and Purchaser shall not be in material breach of this Agreement and any of the conditions to Purchaser's obligation to accept Shares for payment, may expireshall not be satisfied or waived and such condition is reasonably capable of being satisfied, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission ("SEC"); provided, howeveror the staff thereof, that Parent and Merger Sub may provide applicable to the Offer. Purchaser may, without the consent of Launch, extend the Offer for a subsequent offering period after the Expiration Date, of up to twenty (20) business days in accordance with Rule 14d-11 under the Exchange Act (including Act. In addition, the obligations that Merger Sub immediately accept Offer Price may be increased and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during Offer may be extended to the extent required by law in connection with such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub mayincrease, in each case without the consent of Launch. (b) On the Companydate the Offer is commenced, from time Yahoo! and Purchaser shall file with the SEC, pursuant to timeRegulation M-A under the Exchange Act ("Regulation M-A"), in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant Statement on Schedule TO with respect to the Offer is less than 90% (together with all amendments, supplements and exhibits thereto, the "Schedule TO"). The Schedule TO shall include the summary term sheet required under Regulation M-A and, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of "Offer Documents"). Yahoo! and Purchaser agree to take all steps necessary to cause the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension Documents to be determined by Merger Sub) for up filed with the SEC and disseminated to fifteen (15) Business Days holders of Shares, in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied each case as and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law federal securities laws. Yahoo! and Purchaser agree to take all steps necessary to ensure that (i) the Offer Documents will comply in connection all material respects with such price increase the provisions of the Exchange Act, the rules and regulations thereunder and other applicable federal securities laws; and (Bii) subject the Offer Documents shall not contain any untrue statement of material fact or omit to prior consultation with state any material fact required to be stated therein or necessary to make the Company, extend the Expiration Date to the extent otherwise required by applicable Lawstatements made therein, in each case the light of the circumstances under which they were made, not misleading, except that no representation is made by Yahoo! or Purchaser with respect to information furnished by Launch expressly for inclusion in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer Documents. Yahoo! and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger SubPurchaser, on the one hand, and the CompanyLaunch, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law. Yahoo! and Merger Sub Purchaser further agrees agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company Launch and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents in advance of their filing Schedule TO before it is filed with the SEC SEC. In addition, Yahoo! and dissemination Purchaser agree to stockholders of the Company. Parent and Merger Sub shall provide to the Company Launch and its counsel copies in writing of with any comments and shall inform the Company of any oral comments comments, whether written or oral, that ParentYahoo!, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Yahoo!'s or Purchaser's, as the case may be, receipt of such comments. The Company , and its counsel shall be given a reasonable opportunity to review any such written and or oral comments and proposed responsesresponses thereto.

The Offer. (a) Provided that this Agreement Parent shall not have been terminated in accordance with Section 8.1cause Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly soon as reasonably practicable following the date hereof and in any event within five (5) Business Days following after the date of this Agreement (or such other Agreement, but in no event later date as than the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to 15th Business Day after the date of expiration of this Agreement. Notwithstanding the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Conditionforegoing, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease be required to commence the Offer Price or change if the form Company shall not be prepared to file with the SEC immediately following commencement of consideration payable in the Offer, decrease and to disseminate to holders of Shares, the number of shares of Company Common Stock sought to be purchased in Schedule 14D-9. The date on which Merger Sub commences the Offer, impose additional conditions within the meaning of Rule 14d-2 under the Exchange Act, is referred to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (Agreement as the “Expiration Offer Commencement Date,.” unless In the period of time for which the Offer is open shall be extended Offer, each Share accepted by Merger Sub in accordance with the immediately following sentenceterms of the Offer shall, subject to the adjustments set forth in which event Section 2.1(e), be exchanged for the term “Expiration Date” shall mean right to receive the latest time Offer Consideration. Subject to the terms and date as conditions of the OfferOffer and this Agreement, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Dateshall, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that and Parent shall cause Merger Sub immediately to, (x) accept and promptly pay for exchange all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been Shares validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Merger Sub is less than 90% permitted to do so under applicable Laws (and in any event in compliance with Rule 14e-1(c) of the number Exchange Act) and (y) deliver the Offer Consideration in exchange for each Share accepted for exchange pursuant to the Offer. (b) The obligation of shares Merger Sub to accept for exchange (and the obligation of Company Common Stock outstanding determined on a Fully Diluted Basis;Parent to cause Merger Sub to accept for exchange) Shares validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to the conditions set forth in Annex II (the “Offer Conditions”). (c) Merger Sub expressly reserves the right, in its sole discretion, to (i) increase the Offer Consideration and (ii) if waive or make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company: (A) the Minimum Tender Condition or any of the Tender conditions set forth in clauses (d) or (e) of Annex II may not be amended or waived; and (B) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) decreases any component of the Offer Consideration, (3) decreases the aggregate number of Shares to be purchased by Merger Sub in the Offer, (4) imposes conditions to the Offer in addition to the Offer Conditions or modifies the existing Offer Conditions in a manner adverse to the stockholders of the Company, or (other than 5) except as provided in Section 1.1(d), extends the Minimum Conditionexpiration time of the Offer beyond the initial expiration time of the Offer. (d) The Offer shall initially be scheduled to expire twenty (20) Business Days following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (the “Initial Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied on any scheduled Expiration Dateand has not been waived, then, if requested by the Company, Parent and then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Expiration Date Offer on one or more times occasions, for additional successive periods of up to ten (10) Business Days per extension (with the period length of each such extension periods to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensionsParent), until all Offer Conditions are satisfied or validly waived in order to permit the Acceptance Time to occur; provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, providedhowever, that in no event shall Parent and Merger Sub or Parent be required or permitted, except to the extent consented to by the Company, to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior Offer to a scheduled Expiration date later than the Outside Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied ; and (Bii) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period required by any rule, regulation, interpretation or position of the SEC or the staff of the SEC applicable to the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, ; provided, however that the Company may not deliver such a request on more than one occasion; and (v) Parent and in no event shall Merger Sub may (A) increase the Offer Price and extend the Expiration Date or Parent be required or permitted, except to the extent required consented to by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, to extend the Expiration Date Offer to a date later than the extent otherwise required by applicable LawOutside Date. For the avoidance of doubt, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of if, at any Expiration Date, including all of the Minimum Condition, Offer Conditions have been satisfied or waived in writing by Parent will and this Agreement has not otherwise been terminated in accordance with its terms Merger Sub shall (and Parent shall cause Merger Sub to to) promptly accept for payment exchange, and pay for any and deliver the Offer Consideration for, all shares of Company Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer promptly in accordance with this Agreement. (e) As soon as reasonably practicable after such Expiration Date (such the date as Merger Sub of this Agreement, Parent shall be obligated prepare and file with the SEC a registration statement on Form S-4 to accept for payment any register the offer and all shares sale of Company Parent Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless (the Minimum Condition “Registration Statement”). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) under the Exchange Act (the “Preliminary Prospectus”). On the Offer Commencement Date, Parent and Merger Sub shall: (i) cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”), which will contain or incorporate by reference the Preliminary Prospectus and forms of the related letter of transmittal and summary advertisement (such Tender Offer Statement on Schedule TO and all exhibits, amendments and supplements thereto being referred to collectively in this Agreement as the “Offer Documents”); and (ii) cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable Laws. Parent and Merger Sub shall have been satisfied. cause the Registration Statement and the Offer Documents and the filing and dissemination thereof to comply in all material respects with the applicable Laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Offer Documents (dincluding all amendments and supplements thereto) prior to the filing thereof with the SEC, and Parent and Merger Sub shall consider and incorporate any such comments as Parent, Merger Sub and their counsel deem appropriate. Parent and Merger Sub shall promptly provide the Company and its counsel with a copy of any written comments and a description of any oral comments received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Registration Statement or the Offer Documents. Each of Parent and Merger SubSub shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, on the one handOffer Documents or the Offer. To the extent required by the applicable Laws, (1) each of Parent, Merger Sub and the Company, on the other hand, agrees Company shall use reasonable best efforts to correct promptly any information provided by it for use in the Registration Statement or the Offer Documents if and to the extent that it becomes aware that such information shall have become false or misleading in any material respect and (2) Parent and Merger Sub further agrees to shall take all steps necessary to promptly cause the Registration Statement and the Offer Documents Documents, as so corrected supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to stockholders holders of the Company, in each case, as and to the extent required by applicable federal securities LawsShares. The Company and its counsel shall be given a reasonable opportunity promptly furnish to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). Parent shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as possible after its counsel copies in writing filing and to maintain its effectiveness for so long as shall be required for the issuance of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect Parent Common Stock pursuant to the Offer Documents and the Merger. Following the time the Registration Statement is declared effective, Parent shall file the final prospectus included therein under Rule 424(b) under the Securities Act. (f) Neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with this Agreement, in which case Merger Sub shall (and Parent shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after receipt such termination of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesthis Agreement.

The Offer. (a) Provided that this Agreement none of the events set forth in Annex A hereto shall not have been terminated in accordance with Section 8.1occurred or be existing, Subsidiary, as promptly as practicable following the date hereof and practicable, but in any event within five (5) Business Days following business days of the date public announcement of this Agreement Plan of Merger, shall commence a tender offer (the "Offer") for all outstanding Shares at a price of $5.00 per Share, net to the seller in cash. Assuming the prior satisfaction or waiver of the conditions to the Offer set forth in Annex A hereto, Subsidiary will accept for payment all Shares validly tendered pursuant to the Offer, and not withdrawn, as soon as legally permissible and shall pay for all such other later date Shares as soon as practicable thereafter. The Offer initially shall expire on the parties may mutually agree in writing)twentieth business day after its commencement; provided, Parent and Merger Sub however, that Subsidiary may, without the consent of Target, (i) extend the Offer (on one or more occasions) beyond the scheduled expiration date if at any such date any of the conditions to Subsidiary's obligation to purchase Shares shall amend not be satisfied or waived, until such time as such conditions are satisfied or waived, or (ii) extend the Offer to reflect the execution extent required by any rule or regulation of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”"Commission"); provided further that, notwithstanding anything in the foregoing proviso to the contrary, Subsidiary may not, without Target's prior written consent, (A) and make all deliveries, filings, publications, mailings and telephonic notices required extend the expiration date of the Offer if the failure to meet any condition to the Offer was directly or indirectly caused by an act or omission of Acquirer or Subsidiary or (B) effect any individual extension under clause (i) in excess of the amount of time reasonably believed by Acquirer to be made necessary to satisfy such condition, which shall in connection with no event exceed 10 business days; provided further that if Subsidiary does not consummate the Offer under on the federal securities Lawsinitial expiration date, including Regulations 14D and 14E or any extension thereof, due to the failure of the Securities Exchange Act one or more conditions in any of 1934paragraphs (a), as amended (including the rules and regulations promulgated thereunderb), the “Exchange Act”(c) or (such documents filed or required e) of Annex A to be filed with the SEC satisfied, Acquirer shall cause Subsidiary to, and Subsidiary shall, unless Target shall have materially breached this Plan of Merger and failed to cure such other filingsbreach within 15 days of being notified thereof in writing, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If extend the Offer is consummated, Parent will cause one or more times until the earlier of (i) 11:59 p.m. New York City time on the 60th calendar day after the date of this Plan of Merger Sub or (ii) 2 business days after such time as such condition or conditions are satisfied or waived; provided further that Subsidiary shall not be obligated to accept for payment and pay for any shares of Company Common Stock tendered extend the Offer pursuant to the Offer, subject only to foregoing proviso if the conditions condition that (i) there shall be validly tendered and has not withdrawn been satisfied is not reasonably capable of being cured or satisfied at or prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to 60th calendar day after the date of expiration this Plan of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Merger. Without the prior written consent of the CompanyTarget, Parent and Merger Sub shall Subsidiary will not decrease the Offer Price or price per Share, decrease the number of Shares being sought in the Offer, change the form of consideration payable in the OfferOffer (other than by adding consideration), decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose add additional conditions to the Offer, or, subject to the rights to extend the Offer or amend as set forth above, make any other term change in the terms of the Offer in a manner that which is materially adverse to the holders of shares of Company Common Stock, except as provided in this AgreementShares. The initial expiration date of It is agreed that the Offer shall will be December 27subject only to the conditions set forth in Annex A hereto, 2006 (which are for the “Expiration Date,” unless the period benefit of Subsidiary and may be asserted or waived by Subsidiary in whole or in part at any time for which the Offer is open shall be extended in accordance with the immediately following sentenceand from time to time, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire)its sole discretion; provided, however, that Parent and Merger Sub Subsidiary may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, waive the Minimum Condition is satisfied but (as defined in Annex A hereto) so as to acquire less than a majority of the number outstanding Shares without the prior written consent of shares Target. As soon as practicable on the date of Company Common Stock that have been validly tendered (commencement of the Offer, Acquirer and not withdrawn) pursuant Subsidiary shall file with the Commission a Tender Offer Statement on Schedule 14D-1 with respect to the Offer is less than 90% (the "Schedule 14D-1"), which will contain the offer to purchase and form of the number related letter of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if transmittal. Acquirer and Subsidiary shall give Target and its counsel the opportunity to review the Schedule 14D-1 and any of amendments or supplements thereto prior to their being filed with the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on Commission. Subsidiary may, at any scheduled Expiration Datetime, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date transfer or assign to one or more times (corporations directly or indirectly wholly owned by Acquirer the period of each such extension right to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for purchase all such extensions), provided, that at the time of such extension or any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result portion of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly Shares tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub but any such transfer or assignment shall not (and Parent shall cause Merger Sub not to) accept for payment any shares relieve Subsidiary of Company Common Stock tendered pursuant to its obligations under the Offer unless or prejudice the Minimum Condition shall have been satisfiedrights of tendering shareholders to receive payment for Shares properly tendered and accepted for payment. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.

The Offer. (a) Provided that this Agreement shall not have been validly terminated in accordance with Section 8.111.01, as promptly as practicable following the date hereof (and in any event within five (510 days) Business Days following after the date of this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement and the terms hereof, Merger Subsidiary shall commence (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form within the meaning of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer Rule 14d-2 under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”0000 Xxx) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub Subsidiary’s obligation to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be Shares validly tendered and not properly withdrawn Table of Contents pursuant to the Offer prior to the expiration date thereof (as it may be extended from time to time in accordance with the terms of this Agreement) shall be subject solely to the satisfaction or waiver (if permitted hereunder) of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have and shall not be subject to the satisfaction of any other conditions. The date on which Merger Subsidiary commences the Offer is referred to as the “Offer Commencement Date”. Merger Subsidiary shall not (and Parent shall not permit Merger Subsidiary to) terminate or otherwise withdraw the Offer unless and until this Agreement has been satisfied validly terminated pursuant to and in accordance with Section 11.01. In the event that this Agreement is validly terminated pursuant to and in accordance with Section 11.01, Merger Subsidiary shall promptly (and in any event within one Business Day after the date of such termination) terminate and withdraw the Offer and, notwithstanding the satisfaction or waived waiver of any Offer Conditions, shall not accept for payment or pay for any Shares theretofore tendered in writing by Parentthe Offer. (b) Without Merger Subsidiary expressly reserves the right to waive any of the Offer Conditions and, prior to the expiration of the Offer, to make any change in the terms of or conditions to the Offer; provided that notwithstanding the foregoing, without the prior written consent of the Company, Parent Merger Subsidiary shall not: (i) impose conditions on Merger Subsidiary’s obligation to accept for payment and Merger Sub shall pay for Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the expiration of the Offer, other than the Offer Conditions; (ii) waive or change the Minimum Condition (as defined in Annex I); (iii) decrease the Offer Price or Price; (iv) change the form of consideration payable to be paid in the Offer, ; (v) decrease the number of shares of Company Common Stock Shares sought to be purchased in the Offer, impose additional conditions to ; (vi) extend or otherwise change the Offer or amend any other term expiration date of the Offer except as otherwise provided herein; or (vii) amend or modify any of the Offer Conditions or amend or modify any of the terms of the Offer, in either case in a manner that broadens any of the Offer Conditions, would require Merger Subsidiary to extend the Offer or is otherwise materially adverse to the holders of shares of Company Common Stock, except the Shares (in their capacity as such). (c) Unless extended as provided in this Agreement, the Offer shall expire on the date that is twenty business days (calculated as set forth in Rule 14d-1(g)(3) under the 0000 Xxx) after the Offer Commencement Date. The initial Notwithstanding the foregoing, unless this Agreement shall have been validly terminated pursuant to and in accordance with Section 11.01, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) extend the Offer (i) for successive extension periods of reasonable duration if, at the scheduled expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall as it may be extended from time to time in accordance with this Agreement), any of the immediately following sentenceOffer Conditions shall not have been satisfied or waived, in which event until such Offer Conditions are satisfied or waived, and (ii) for any period required by any applicable rule, regulation, interpretation or position of the term “Expiration Date” shall mean SEC or the latest time and date as the Offer, as so extended, may expire)staff thereof or NASDAQ or any period otherwise required by Applicable Law; provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations provided that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time Subsidiary shall not be required to time, in their sole discretion, extend the Expiration Offer beyond (x) the End Date for such period or (not to exceed ten (10y) Business Days on any single occasion) as Parent and Merger Sub may determine, to a the date that is no later than March 31, 2007 (A) if immediately prior to 60 days after the Expiration Date any date that all of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested Condition and those that by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension their nature are to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that satisfied at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result expiration of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum ConditionOffer) have been satisfied or, if not then satisfiedto the extent permissible, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request waived by Merger Subsidiary. If all of the Company, Parent and Merger Sub shall extend the Expiration Date one Offer Conditions have been satisfied or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days waived prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend expiration of the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required Subsidiary is permitted by applicable Applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock Shares that have been validly tendered and not validly properly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated prior to accept for payment any and all shares the expiration of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub Subsidiary shall not (and Parent shall cause not permit Merger Sub not Subsidiary to) accept for payment any shares of Company Common Stock tendered pursuant to extend the Offer unless for any reason without the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders prior written consent of the Company. Parent and Merger Sub shall provide to In the Company and its counsel copies in writing event that, following the expiration of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.Merger

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, as As promptly as practicable following after the date hereof and hereof, but in any no event within five (5) later than ten Business Days following the date of this Agreement Agreement, Merger Subsidiary shall, and Parent shall cause it to, commence (or such other later within the meaning of Rule 14d-2 under the 1000 Xxx) the Offer. The Offer shall be subject to the conditions set forth in Annex I hereto (the “Offer Conditions”). The date on which Merger Subsidiary commences the Offer is referred to as the “Offer Commencement Date”. (b) Subject to the terms and conditions set forth in this Agreement and to the satisfaction or waiver of the Offer Conditions, Merger Subsidiary shall, and Parent shall cause it to, promptly after the Expiration Date, accept for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer (the time at which Shares are first accepted for payment pursuant to and subject to the terms and conditions of the Offer, the “Acceptance Time”). The obligation of Merger Subsidiary to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) the number of Shares validly tendered in the Offer and not validly withdrawn prior to any then-scheduled Expiration Date representing, together with the Contributed Shares and the Shares beneficially owned by Parent or Merger Subsidiary (if any), at least 67.2% of the Shares outstanding on a fully-diluted basis as of the Expiration Date (the “Minimum Tender Condition”); (ii) the applicable waiting period under the HSR Act shall have expired or been terminated (the “HSR Act Condition”) and (iii) the satisfaction or, to the extent permissible, waiver by Parent or Merger Subsidiary of each of the other Offer Conditions. Promptly (within the meaning of Section 14e-1(c) under the 1000 Xxx) after the Acceptance Time, Merger Subsidiary shall pay the Offer Price for such Shares. The date of acceptance for payment of Shares 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.” The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this Agreement. (c) Parent and Merger Subsidiary expressly reserve the right to waive any of the Offer Conditions and to make any change in the terms of or conditions to the Offer (including raising the Offer Price); provided that, without the prior written consent of the Company or unless otherwise expressly contemplated by this Agreement, neither Parent nor Merger Subsidiary shall: (i) waive or change the Minimum Tender Condition; (ii) decrease the Offer Price; (iii) change the form of consideration to be paid in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend or otherwise change the expiration date of the Offer except as otherwise provided herein; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner materially adverse to the holders of the Shares. (d) The Offer shall initially be scheduled to expire on the date that is 20 business days (calculated as set forth in Rule 14d-l(g)(3) under the 1000 Xxx) after the Offer Commencement Date (the “Initial Expiration Date”). The date on which the Offer finally expires (taking into account any extensions that may be elected or required pursuant to and in accordance with this Section 2.01(d)) is referred to herein as the “Expiration Date.” Notwithstanding the foregoing, if at any then-scheduled expiration of the Offer (including the Initial Expiration Date), (i) Merger Subsidiary shall, and Parent shall cause it to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or Nasdaq applicable to the Offer or for any period otherwise required by Applicable Law; (ii) Merger Subsidiary may, and, if requested by the Company, shall, extend the Offer for one or more periods if any Offer Condition is not satisfied and has not been waived; provided, however, that Merger Subsidiary shall not have the right to extend the Offer pursuant to this clause (ii) (A) beyond the earlier of (x) December 5, 2012 and (y) the date that is five Business Days following the Proxy Statement Clearance Date, or (B) if such extension is prohibited by any Applicable Law or any rule, regulation, interpretation or position of the SEC or Nasdaq; and (iii) Merger Subsidiary may extend the Offer if, at the date upon which the Offer is scheduled to expire, all of the Offer Conditions have been satisfied or waived and the Initial Marketing Period has not ended as of the last Business Day prior to such scheduled expiration date until the earliest to occur of (1) the first Business Day after the Debt Providers have waived the condition in the Debt Commitment Letter relating to the Initial Marketing Period and (2) the first Business Day after the final day of the Initial Marketing Period. The Offer may be terminated prior to the Expiration Date if this Agreement is terminated pursuant to Article 11. (e) If (i) at any then-scheduled Expiration Date (including the Initial Expiration Date), any Offer Condition shall not have been satisfied or waived and no further extensions or re-extensions are required or permitted pursuant to Section 2.01(d) or (ii) five Business Days have elapsed since the Proxy Statement Clearance Date, then Merger Subsidiary may irrevocably and unconditionally terminate the Offer. If (A) this Agreement is terminated pursuant to Article 11 or (B) there shall exist a Top-Up Impediment and Merger Subsidiary elects to terminate the Offer, then, in each case, Merger Subsidiary shall promptly irrevocably and unconditionally terminate the Offer. The parties may mutually hereto acknowledge and agree that the termination of the Offer shall not give rise to a right of termination of this Agreement except as expressly provided for herein and that, absent any such termination of this Agreement, the obligations of the parties hereunder other than those related to the Offer shall continue to remain in writing)effect, including those obligations with respect to the Merger. (f) As soon as practicable on the Offer Commencement Date, Parent and Merger Sub Subsidiary shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that shall amend include the summary term sheet required thereby and, as exhibits, the Offer to reflect the execution of this Agreement Purchase and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, a form of letter of transmittal letterand summary advertisement (collectively, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the federal securities Laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits amendments or supplements thereto, the “Offer Documents”) and (iiiii) shall use their reasonable best efforts to consummate the Offer. If cause the Offer is consummated, Parent will cause Merger Sub Documents to accept for payment and pay for any shares be disseminated to holders of Company Common Stock tendered pursuant Shares to the Offer, subject only to extent required by Applicable Law (including the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, 1934 Act). Parent and Merger Sub Subsidiary shall not decrease cause the Offer Price Documents to (A) comply with the applicable requirements of the 1934 Act and (B) not contain any untrue statement of a material fact or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought omit to state any material fact required to be purchased stated therein or necessary in order to make the Offerstatements therein, impose additional conditions to the Offer or amend any other term in light of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stockcircumstances under which they were made, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire)not misleading; provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Dateno covenant, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that representation or warranty is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement made by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not Subsidiary with respect to exceed five (5) Business Days on any single occasion) as may be requested information supplied by the Company, provided, that Company for inclusion in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consentDocuments. Parent and Merger Sub Subsidiary shall not terminate cause the Offer prior to any scheduled Expiration Date without the written consent of the Company except information supplied by Parent and its Affiliates specifically for inclusion in the event that this Agreement is terminated pursuant to Section 8.1 hereof. Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (c) Subject to the terms of the Offer and this Agreement and the satisfaction together with any amendments or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offersupplements thereto, the “Acceptance DateSchedule 14D-9”), at the time the Schedule 14D-9 is filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For the avoidance Each of doubt, and notwithstanding anything in this Agreement to the contraryParent, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, Subsidiary and the Company, on the other hand, Company agrees promptly to correct promptly any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become (or shall have become known to be) false or misleading in any material respect respect. Parent and Merger Sub further agrees to take all steps necessary Subsidiary shall use their reasonable best efforts to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, as and case to the extent required by applicable federal securities LawsApplicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the any Offer Documents in advance of their filing Document each time before any such document is filed with the SEC SEC, and dissemination Parent and Merger Subsidiary shall give due consideration to stockholders of any reasonable comments made by the CompanyCompany and its counsel. Parent and Merger Sub Subsidiary shall provide to the Company and its counsel copies in writing of with (1) any comments and shall inform the Company of any oral comments or other communications, whether written or oral, that Parent, Merger Sub Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to any of the Offer Documents promptly after receipt of those comments or other communications and (2) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which due consideration shall be given to reasonable comments), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the SEC. Each of Parent and Merger Subsidiary shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesor the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article 7, as promptly as practicable following the date hereof and (but in any no event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writingthan February 12, 2024), Parent and Merger Sub shall (iand Parent shall cause Merger Sub to) shall amend commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to reflect the execution of this Agreement and the terms hereof, (ii) shall file an amendment to their Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery purchase for cash any and all Company Shares (other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required than Company Shares to be made cancelled in connection accordance with Section 2.1(b)) at the Offer under the federal securities LawsPrice. Merger Sub shall, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) Parent shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to to, irrevocably accept for payment purchase, purchase and pay for any shares of all Company Common Stock Shares validly tendered and not properly withdrawn pursuant to the Offer, subject only to the conditions that to: (ia) there shall be being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the expiration Expiration Date that number of Company Shares that, considered together with the number of Company Shares (if any) then owned by Parent and Merger Sub (and excluding Company Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such number of shares of Company Common Stock thatprocedures), when added to the shares of Company Common Stock already owned by Parent, Merger Sub and their Subsidiaries, would constitute equals at least a majority in voting power of the shares of Company Common Stock Shares then issued and outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration as of the Offer Expiration Date (the “Minimum Condition”); (b) the Merger Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iic) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I hereto (collectively together with the Minimum Condition and the Termination Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent). (b) Without On or prior to the prior written consent date that Merger Sub becomes obligated to pay for Company Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Company Shares that Merger Sub shall become obligated to accept for purchase pursuant to the Offer. Subject to the satisfaction of the CompanyMinimum Condition and the satisfaction, or waiver by Mxxxxx Sub, of the other Tender Offer Conditions, Merger Sub shall accept for purchase (the time of such acceptance, the “Acceptance Time”) and pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than three Business Days after the Expiration Date. The Offer Price payable in respect of each Company Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Tender Offer Conditions. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to, at any time and from time to time, waive or modify any of the conditions to the Offer, increase the Offer Price, or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price or Price, (ii) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer), decrease (iii) reduce the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, impose additional (iv) amend, modify or waive the Minimum Condition or the Termination Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Company Shares, (vi) impose conditions to the Offer that are in addition to the Tender Offer Conditions, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other term terms of the Offer in a manner that is materially adverse in any material respect to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 Shares. (the “Expiration Date,” unless the period of time for which the Offer is open shall be d) Unless extended in accordance with the immediately terms of this Agreement, the Offer shall expire at 12:00 midnight (Delaware time) on the date that is 20 Business Days following sentencethe commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which event the term Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date” ”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall mean (and Parent shall cause Merger Sub to) extend the latest time and date as Offer for one or more successive extension periods of up to ten Business Days each in order to permit the Offer, as so extended, may expire)satisfaction or waiver of such conditions; provided, however, that Parent and Merger Sub may provide for a subsequent offering period after shall not be required (and Parent shall not be required to cause Merger Sub) to extend the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, Offer (i) Parent and Merger Sub may, without beyond the consent of the Company, from time to time, in their sole discretion, extend the Expiration Outside Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if at any of the Tender Offer Conditions (other than the Minimum Condition) time that Parent or Merger Sub is not satisfied on any scheduled Expiration permitted to terminate this Agreement pursuant to Article 7. The “Outside Date” shall be May 31, then2024. In addition, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one Offer for any period or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent periods required by applicable Law in connection with such price increase and or applicable rules, regulations, interpretations or positions of the SEC or its staff. (Bf) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company Company, except if this Agreement has been terminated in the event that accordance with Article 7. If this Agreement is terminated pursuant in accordance with Article 7 prior to Section 8.1 hereof. any scheduled Expiration Date, Merger Sub shall (cand Parent shall cause Merger Sub to) Subject to the terms of promptly (and in any event within 72 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Company Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to accept for payment and pay for any and return, in accordance with applicable Law, all shares of tendered Company Common Stock validly tendered and not validly withdrawn pursuant Shares to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any registered holders thereof and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered Shares pursuant to the Offer unless the Minimum Condition shall have been satisfiedOffer. (dg) Each As soon as practicable on the date of the commencement of the Offer, but in no event more than ten Business Days after the date hereof, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Company Shares as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees to shall promptly notify the other party and correct promptly any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub further agrees to take all steps necessary to shall cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders holders of the Company, in each case, Company Shares as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents in advance of their filing before they are filed with the SEC SEC, and dissemination Parent and Merger Sub shall give due consideration to stockholders of any additions, deletions or changes suggested thereto by the CompanyCompany and its counsel. In addition, Parent and Merger Sub shall provide to the Company and its counsel with copies in writing of any comments written comments, and shall inform the Company a written summary of any oral comments comments, that Parent, Parent and Merger Sub or their its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses, and oral comments Parent and proposed responsesMerger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.