Common use of The Offer Clause in Contracts

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 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 the 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 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 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pay (by delivery of funds to the depositary for the Offer) for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing,”); provided, however, that if, but for this proviso, the Closing would have occurred on a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 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: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in 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 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company).

The Offer. (a) Provided that nothing Parent shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8not, Buyer and shall cause Sub not to, commence (within the meaning of Rule 14d-2 promulgated under 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 10.01, 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 reasonably practicable after the such date of this Agreement (but in no event later than the fifteenth ten (15th10) Business Day Days following such date or such later date as the date of this Agreementparties may mutually agree in writing). The obligations of Buyer Sub shall be obligated to accept for paymentpayment 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 forfor or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any 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 shall be subject prior to the satisfaction or waiver expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent and its Affiliates, represents at least a majority of the total number of Shares then outstanding on a Fully Diluted Basis (the “Minimum Condition”) and to the extent permitted under this Agreement) of the other conditions set forth in Annex I (together with the Minimum Condition, the “Offer Conditions”)) and to no other conditions. The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject Subject to the prior satisfaction or waiver (to except for the extent such waiver is not prohibited by applicable LawMinimum Condition) of the Offer Conditions, Buyer shall, at or promptly after the later of (i) the earliest date as promptly as practicable following the Expiration Time (but in any event within two (2) Business Days thereafter), of which Sub is permitted under applicable Law to 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 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 Shares tendered pursuant to the depositary Offer and (ii) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Sub, Sub shall (and Parent shall cause Sub to) consummate the Offer in accordance with its terms and accept for the Offer) for all Shares payment each Share validly tendered and not properly withdrawn pursuant to the 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 and promptly following the latest Specified Quarter End Date acceptance of Shares 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 payment pursuant to the preceding sentence shall be paidOffer 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, net of any applicable Tax withholding with respect and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer Consideration shall be subject only to the satisfaction, or waiver (except for the Minimum Condition) by Parent 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 Section 2.09, to the seller in cash, without interest, on the terms and subject to the conditions of this AgreementOffer. (cb) Buyer Sub expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part, to waive (except for the Minimum Condition) any of the Offer Conditions and to make any change other changes in the terms of or conditions to the Offer; provided that, that without the prior written consent of the Company, Buyer shall not: Company (which consent may be granted or withheld by the Company in its sole discretion) (i) waive or no change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (iii) change may be made that changes the form of consideration to be paid in paid, or decreases the Offer; (iv) decrease Offer Price or the number of Shares sought in the Offer; , (vii) extend no change may be made that amends or otherwise adds to the Offer Conditions or amends any other term of the Offer, in each case in any manner that is adverse to the shareholders of the Company, and except for any change or amendment that is required by Law or any waiver of any Offer Condition (other than the Expiration TimeMinimum Condition), (iii) the expiration date shall not be extended except as otherwise provided herein, and (iv) Sub shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 10.01. (c) Unless extended as provided in this Agreement; 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 adverse to the holders of Shares. (d) The Offer shall initially expire at 9:00 a.m. (12:00 midnight, New York City time), or at such other time as the Parties may mutually agree, on the date that is the later of (i) twenty-one (21) Business Days (calculated in 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”) orthat 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 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 (at the Initial Expiration Time, Time or such later expiration date and time to which any extension thereof the Offer has Conditions shall not have been so extendedsatisfied (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 “Expiration Time”). satisfaction of the Offer Conditions and (eii) Subject to Article 8, Buyer may or shall, as applicable, Sub shall extend the Offer from time to time as follows: (i) for the minimum any period as 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 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 provided that in no event shall 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer shall not Sub be required to extend the Offer to a date later than beyond the End Date 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 End Date may be extended 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 Section 8.01(b)(i)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 foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, including any Subsequent Offering Period, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (yii) if validly tendered in the sole then-unsatisfied Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). The Offer Condition is the Minimum Condition, Buyer shall Price payable in respect of each Share validly tendered and not be required properly withdrawn pursuant to extend the Offer shall be paid net to the holder 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 more than two Schedule TO (2together with all amendments and supplements thereto, the “Schedule TO”) occasions 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 Sub agrees that it shall cause the Schedule TO and the other Offer Documents filed by any of them with the SEC to comply in consecutive periods all material respects with the 1934 Act and the rules and regulations thereunder and other applicable Law. Each of up Parent, Sub and the Company agrees to ten (10) Business Days promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Sub further 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 holders of Shares, in each (case as and to the extent required by applicable Law. 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 each 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 period 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 end at 5:00 p.m. (New York City time) 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 reasonable opportunity to review and comment on the last Business Day Offer Documents prior to the filing thereof with the SEC, and Parent and Sub shall give reasonable and good faith consideration to all reasonable additions, deletions or changes thereto suggested by the Company and its legal counsel that Parent reasonably determines to be appropriate. Parent and Sub agree to provide the Company and its counsel with any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such period) (or such other duration as may be agreed to by Buyer comments, and the Company)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 provided to Sub as promptly as practicable following the expiration of the Offer and any Subsequent Offering Period, as applicable, all funds necessary to pay for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that 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 nothing (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 that would give rise to a right to terminate this Agreement pursuant to Article 8and be continuing and (iii) the Company shall have complied with its applicable obligations under Section 1.2, Buyer as promptly as practicable after the effectiveness of the Form 10, and in any event, within five (5) business days thereafter, the Purchaser shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer, subject to (i) there being validly tendered in the Offer as promptly as reasonably practicable after (in the date aggregate) and not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares then beneficially owned by the Purchaser, 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 entitled to vote in the election of directors or (if a greater majority) upon the adoption of this Agreement but (collectively, the “Minimum Condition”) and (ii) the satisfaction or waiver of the other conditions and requirements set forth in no event later than Annex I. Subject to the fifteenth (15th) Business Day following prior satisfaction or waiver by the date Purchaser of this Agreement. The obligations of Buyer to the Minimum Condition 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 paymentexchange, and pay exchange the Offer Consideration for, any all 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 the 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 soon as practicable following after 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated Purchaser is legally permitted to do so under the 0000 Xxx) 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,”)applicable law; provided, however, that if, but for this proviso, the Closing would have occurred on a Specified Quarter End Date, then, if elected by Buyer, initial expiration date of the Closing Offer shall take place on be the first Business Day date that is twenty (20) business days following the latest Specified Quarter End Date for a particular fiscal quarter, or on such other date to be specified by commencement of the Parties; provided, further, that Buyer shall confirm in writing to Offer (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“Initial Expiration Date”). The date on which obligation of the Closing occurs is referred Purchaser to in this Agreement as the “Closing Date”. The Offer Consideration payable in respect of each Share pursuant accept for exchange, and to the preceding sentence shall be paid, net of any applicable Tax withholding with respect to exchange the Offer Consideration pursuant to Section 2.09for, any Shares validly tendered on or prior to the seller in cash, without interest, on expiration of the terms 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”) that contains the terms set forth in this Agreement. (c) Buyer expressly reserves , the right at any time to, Minimum Condition and the other conditions and requirements set forth in its sole discretion, waive, in whole or in part, any of Annex I. The Purchaser shall not decrease the Offer Conditions and to make any Consideration, change the form of consideration payable in the terms Offer or reduce the maximum number of or conditions Shares to be purchased in the Offer; provided that, Offer 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), Buyer all conditions to the Offer shall not: not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend 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 (z) the Purchaser may, in its sole discretion, extend the Offer for any reason on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date of the Offer that would otherwise be permitted under clause (x) of this sentence if, on such expiration date, there have not been tendered (and not withdrawn) at least ninety percent (90%) of the outstanding Shares on a fully diluted basis. The Purchaser may (i) waive or change increase the Minimum Condition (except Offer Consideration and extend the Offer to the extent permitted under paragraph (A) of Annex I); required by applicable law in connection with such increase and (ii) decrease extend the Offer Consideration; to the extent otherwise required by applicable law, in each case in its sole discretion and without the Company’s consent. The Purchaser shall not terminate the Offer prior to any scheduled expiration date (iii) change as the form of consideration same may be extended or required to be paid extended) without the written consent of the Company, except in the event that this Agreement is terminated pursuant to Section 8.1. 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. (ivb) decrease Notwithstanding anything to the number 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 sought in 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. (vc) extend or otherwise change As soon as practicable on the Expiration Timedate the Offer is commenced, except as otherwise provided in this Agreement; or the Purchaser shall (vii) impose additional file with the Securities and Exchange Commission (the “SEC”), pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Conditions or otherwise amendStatement on Schedule TO with respect to the Offer (together with all amendments, modify or supplement any 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 Conditions or terms of Purchaser Common Stock pursuant to the Offer in and the Merger (together with all amendments, supplements and exhibits thereto, the “Registration Statement”). The Registration Statement shall include a manner adverse preliminary prospectus (the “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 letter of transmittal and summary advertisement (collectively with the Prospectus, and together with any amendments and supplements thereto and to the Prospectus, the “Offer Documents”). The Purchaser shall cause the Offer Documents to be disseminated to the holders of Sharesthe Shares as and to the extent required by applicable federal securities laws. 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 the Offer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the 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 the Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its 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 Offer Purchaser shall initially expire at 9:00 a.m. (New York City time), or at such other time as use its reasonable efforts to have the Parties may mutually agree, on the date that is the later of (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) Registration Statement declared effective under the 0000 Xxx) following Securities Act as promptly as practicable after the commencement of filing thereof with the SEC and to keep the Registration Statement effective as long as is necessary to complete the Offer and (ii) such date that is six (6) Business Days after the date 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 EGM 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 (such initial expiration date and time 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 OfferPurchaser 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 “Initial Expiration Time”) orissuance of any stop order, if the suspension of the qualification of the Purchaser Common Stock issuable in connection with the Offer has been extended 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 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”)Securities Act. (e) Subject If, at any time prior to Article 8the Effective Time, Buyer may the Company or shallthe 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 applicablethe case may be, extend 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 Offer from time 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 time holders of the Shares, in each case as follows:and to the extent required by applicable federal securities laws. (if) for The Company agrees that no Shares held by the minimum period as required by Company or any rule, regulation, interpretation or position of its Subsidiaries will be tendered to the SEC, the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable Purchaser pursuant to the Offer; or. 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 (iig) ifNotwithstanding anything herein to the contrary, at the then-scheduled Expiration TimePurchaser, any of the Company or the Exchange Agent may withhold the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (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 extent Person from whom such waiver amount was withheld for purposes of determining whether such Person received amounts to which such Person is not prohibited under this Agreement and applicable Law), then Buyer shall 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)entitled hereunder.

The Offer. (a) Provided that nothing this Agreement shall not have --------- been terminated in accordance with Section 8.01 hereof and none of the events set forth in Annex A hereto shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8or be existing, Buyer Parent shall 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 hereof, but in no event later than the fifteenth (15th) Business Day following the date of this AgreementSeptember 12, 1995. The obligations obligation of Buyer Parent to accept for payment, payment and to pay for, any for Shares tendered pursuant to the Offer shall be subject to the satisfaction condition that at least 2,986,004 Shares (or waiver (such greater number of Shares as equals 75% of the Shares then outstanding) shall have been validly tendered and not withdrawn prior to the extent permitted under expiration of the Offer (the "Minimum Tender Condition") and shall also be subject to the satisfaction of the other conditions set forth in Annex A hereto. Subject to the terms and conditions of the Offer (including the Minimum Tender Condition), Parent shall pay for Shares which have been validly tendered and not withdrawn pursuant to the Offer as promptly as reasonably practicable after expiration of the Offer. Parent expressly reserves the right to increase the price per Share payable in the Offer 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, adds additional conditions to the Offer, decreases the number of Shares being tendered for in the Offer, or makes any change in the terms and conditions of the Offer which is inconsistent with the third sentence of this AgreementSection 1.01(a) or which is otherwise materially adverse to holders of Shares. It is agreed that the conditions set forth in Annex I (A hereto are for the “Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the terms benefit of Parent and conditions of this Agreement and may be asserted by Parent or, subject to the satisfaction preceding sentence, may be waived by Parent, in whole or waiver (in part at any time and from time to the extent such waiver is not prohibited by time, in its sole discretion. The Per Share Amount, subject to applicable Law) of the Offer Conditionswithholding taxes, Buyer shall, 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 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 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,”); 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, 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 upon the terms and subject to the conditions of this Agreementthe Offer. (cb) Buyer expressly reserves As soon as reasonably practicable on the right at any time to, in its sole discretion, waive, in whole or in part, any date of commencement of the Offer Conditions Offer, Parent and to make any change in Acquisition shall file with the terms of or conditions to Securities and Exchange Commission (the Offer; provided that, without the prior written consent of the Company, Buyer shall not:"SEC") (i) waive a Tender Offer Statement on Schedule 14D-1 (together with any amendments or change supplements thereto, the Minimum Condition (except "Schedule 14D-1") with respect to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of the Offer and (ii) such if required, a Rule 13E-3 Transaction Statement (the "Schedule 13E-3") with respect to the execution and delivery of the 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 Documents"). The Offer Documents and Schedule 13E-3 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a 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 six (6) Business Days made by Parent or Acquisition with respect to information supplied by the Company for inclusion in the Offer Documents or Schedule 13E-3. Parent, Acquisition and the Company each agrees promptly to correct 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 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 holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Acquisition agree to provide the Company and its counsel in writing any comments Parent, Acquisition or their counsel may receive from the SEC or its Staff with respect to the Offer Documents promptly after the date receipt of such comments. (c) The Company shall prepare and file with the EGM SEC, subject to the prior approval of Acquisition (such initial which approval shall not be unreasonably withheld), if necessary, as soon as practicable after the 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 a proxy or information statement (the Initial Expiration Time, or "Proxy Statement") and such later expiration date and time other documents relating 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 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 rule, regulation, interpretation or position of other filings required under the SECExchange Act, the staff thereof or the NASDAQ Global Select Market Securities Act of 1933, as amended (the “NASDAQ”) applicable "Securities Act"), or any other federal or state securities laws relating to the Offer; or , the Merger and the transactions contemplated herein (ii) ifthe "Other Filings"). The Company shall obtain and furnish the information required to be included in the Proxy Statement and shall, at the then-scheduled Expiration Time, any of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (subject to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall extend the Offer on one or more occasions in consecutive periods prior approval of up to ten Acquisition (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 agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer which approval shall not be required unreasonably withheld), respond promptly to extend any comments made by the Offer SEC with respect to a date later than the End Date (as Proxy Statement and cause the End Date may Proxy Statement to be extended pursuant mailed 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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)'s stockholders at the earliest reasonably practicable date.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred that would give rise occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to a right to terminate this Agreement pursuant to Article 8, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under of the 0000 XxxExchange Act) 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 at the Offer shall be subject Price. 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 the 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 Tender Offer ConditionsConditions set forth in Annex I (including the Minimum Condition), Buyer Purchaser shall, at or as and Parent shall cause Purchaser to, promptly as practicable following after the Expiration Time (but in any event within two (2) Business Days thereafter)Date, accept for payment (the time and pay for, after giving effect to any withholding tax, all such shares of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (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 the depositary for the Offer) for all Shares Seller Common Stock validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time and not withdrawn. (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 satisfiedb) 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 Upon the terms and subject 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. (c) Buyer The initial expiration date of the Offer shall be on the 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 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 (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in 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 at right, subject to compliance with the Exchange Act, to waive, amend or modify any time to, term or condition of the Offer in its sole discretion; provided, waivehowever, 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 CompanySeller, Buyer Purchaser shall not: (i) waive or change the Minimum Condition (except form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the extent permitted under paragraph (A) of Annex I)Offer; (ii) decrease the Offer Consideration; (iii) change the form of consideration to be paid in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) otherwise extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any Date of the Offer Conditions or terms of the Offer in a manner adverse to the holders of Shares. except (dA) The Offer shall initially expire at 9:00 a.m. as required by applicable law (New York City time), or at such other time as the Parties may mutually agree, on the date that is the later of (i) twenty-one (21) Business Days (calculated in 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) including for the minimum any period as required by any rule, regulation, interpretation or position of the SEC, the staff thereof or the NASDAQ Global Select Market United States Securities and Exchange Commission (the “NASDAQSEC”) applicable or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the OfferOffer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause 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) ifcause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the then-scheduled Expiration 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 Offer Conditions has circumstances under which they are made, not either been (A) satisfied misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or (B) waived by Buyer (supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent such waiver is not prohibited under this Agreement required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and applicable Law), then Buyer shall extend Purchaser all information concerning Seller required by the Offer on one or more occasions in consecutive periods of up Exchange Act 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 agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph the Offer Documents. (Bf) of Annex I is not reasonably likely Parent shall provide or cause to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted provided to extend 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 on such occasion for up and shall cause Purchaser 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)fulfill its obligations under this Agreement.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 8.1 hereof and none of the events set forth in Annex I hereto shall have occurred that would give rise to and be existing, Purchaser or a right to terminate this Agreement pursuant to Article 8, Buyer direct or indirect subsidiary of Parent as designated by Parent shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxSecurities Exchange Act of 1934 (the "Exchange Act") the Offer as promptly as reasonably practicable after following the date execution of this Agreement Agreement, but in no any event later than the fifteenth (15th) Business Day within 15 business days following the date of this Agreement. The obligations obligation of Buyer Parent to accept for payment, and pay for, payment any Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver (to the extent permitted under this Agreement) of the those conditions set forth in Annex I (I. Parent expressly reserves the “Offer Conditions”). The date on which Buyer commences 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 is referred Per Share Amount, or to as the “Offer Commencement Date”. (b) In accordance with make any other changes in the 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 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 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 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,”); 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) . The Per Share Amount 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 interestsubject to reduction only for any applicable Federal back-up withholding or stock transfer taxes payable by the 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, on Parent shall not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I) or (iv) impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares. Upon the terms and subject to the conditions of this Agreementthe Offer, Purchaser will accept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (c) Buyer expressly reserves The Offer shall be made by means of an offer to purchase (the right at any time to"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 Offer that will comply in its sole discretionall material respects with the provisions of all applicable Federal securities laws, waive, in whole and will contain (including as an exhibit) or in part, any 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 Conditions and related transactions, are referred to collectively herein as the "Offer Documents"). Parent and Purchaser agree promptly to correct the Schedule TO and the Offer Documents and to make any change in cooperate with Target to amend the terms of or conditions Schedule 13E-3 if and to the Offer; provided that, without the prior written consent of extent that such documents shall have become false or misleading in any material respect (and the Company, Buyer with respect to written information supplied by it specifically for use in the Schedule TO, Schedule 13E-3 or the Offer Documents, shall not: (ipromptly notify Parent of any required corrections of such information and shall cooperate with Parent and Purchaser with respect to correcting such information) waive and to supplement the information provided by it specifically for use in the Schedule TO, Schedule 13E-3 or change the Minimum Condition (except 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 agree to take all steps necessary to cause the 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 holders of Shares, in each case as and to the extent permitted under paragraph (A) of Annex I); (ii) decrease required by applicable Federal securities laws. 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 Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of SharesSEC. (d) The Offer to Purchase shall initially expire at 9:00 a.m. provide for an initial expiration date of 20 business days (New York City time), or at such other time as defined in Rule 14d-1 under the Parties may mutually agree, on Exchange Act) from the date of commencement. Purchaser agrees that is it shall not terminate or withdraw the later Offer or 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. 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 may, from time to time extend the expiration date of the Offer until the date such conditions are satisfied or earlier waived and Parent becomes obligated to 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, (i) twenty-one extend the expiration date of the Offer (21as it may be extended) Business Days (calculated for any period required by applicable rules and regulations of the SEC in accordance connection with Rule 14d-1(g)(3) under an increase in the 0000 Xxx) following the commencement of consideration to be paid pursuant to the Offer and (ii) such date that is six (6) Business Days after extend the expiration date of the EGM Offer (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 as it may be 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 extend the Offer on one or more occasions in consecutive periods of up to ten (10) Business Days each (with each business days, if on such period to end at 5:00 p.m. (New York City time) on expiration date 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, conditions for the Offer Condition set forth in paragraph (B) of described on Annex I is hereto shall have been satisfied or earlier waived, but the number of Shares that have been validly tendered and not reasonably likely withdrawn, when added to be satisfied within such ten (10) Business Day extension periodthe Shares, if any, beneficially owned by Parent represents less than 90 percent of the then Buyer shall be permitted to extend the Offer issued and outstanding Shares 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)fully diluted basis.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8shall not have been terminated in accordance with Section 8.1, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) the Offer as promptly as reasonably practicable after following the date hereof and in any event within five (5) Business Days following the date of this Agreement but (or such other later date as the parties may mutually agree in no event later than writing), Parent and Merger Sub (i) shall amend the fifteenth (15th) Business Day following Offer to reflect the date execution of this AgreementAgreement 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. The obligations of Buyer If the Offer is consummated, Parent will cause Merger Sub to accept for payment, payment and pay for, for any Shares shares of Company Common Stock tendered pursuant to the Offer Offer, subject only to the conditions that (i) there shall be subject validly tendered and not withdrawn prior to the satisfaction or waiver (expiration of the Offer such number of shares of Company Common Stock that, when added to the extent permitted under this Agreement) 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”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”) have been satisfied or waived in writing by Parent. (b) In accordance with the 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 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 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 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,”); 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 Conditions and to make any change in the terms of or conditions to the Offer; provided that, without Without the prior written consent of the Company, Buyer Parent and Merger Sub shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) not decrease the Offer Consideration; (iii) Price or change the form of consideration to be paid payable in the Offer; (iv) , decrease the number of Shares shares of Company Common Stock 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 Offer Conditions or otherwise amend, modify or supplement any of conditions to the Offer Conditions or terms amend any other term of the Offer in a manner that is materially adverse to the holders of Shares. (d) shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall initially expire at 9:00 a.m. be December 27, 2006 (New York City time), or at such other the “Expiration Date,” unless the period of time as for which the Parties may mutually agree, on the date that Offer is the later of (i) twenty-one (21) Business Days (calculated open shall be extended in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) immediately following sentence, in which event the commencement of term “Expiration Date” shall mean the Offer latest time and (ii) such date that is six (6) Business Days after the date of the EGM (such initial expiration date and time of as 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 as 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 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. (New York City 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(sexpire); provided, however, that if Buyer determines Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in good faith, after consultation accordance with its outside legal counsel, Rule 14d-11 under the Exchange Act (including the obligations that at any then-scheduled Expiration Time occurring Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the first one hundred eighty 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, (180i) days following Parent and Merger Sub may, without the date hereofconsent of the Company, the Offer Condition set forth from time to time, in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension periodtheir sole discretion, then Buyer shall be permitted to extend the Offer on Expiration Date for such occasion for up period (not 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 (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 extend the Offer on more than two (2) occasions in consecutive periods of up to exceed ten (10) Business Days each on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (with 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 period extension to end be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at 5:00 p.m. (New York City time) on the last Business Day time of such periodextension 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 other duration period (not to exceed five (5) Business Days on any single occasion) as may be agreed 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 Buyer 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 Buyer shall, as promptly as reasonably practicable after the date of this Agreement, but in no event later than the twenty-fifth (25th) Business Day following the date of this Agreement pursuant (unless another date is agreed in writing by the parties hereto) and, without the consent of the Company, not to Article 8be unreasonably withheld, Buyer shall conditioned or 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 0000 XxxExchange Act) 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 AgreementOffer. 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 “Offer Commencement Date”. (b) In accordance with the terms and 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 shallshall (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 three two (32) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 XxxExchange 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,”); 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 first sentence of this Section 2.1(b) shall be paid, net of any paid (without interest and less applicable Tax withholding with respect to the Offer Consideration pursuant to Section 2.09, to the seller in cash, without interest, Taxes) 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 Conditions and to make any change in the terms of of, or conditions to to, the Offer; provided provided, that, without the prior written consent of the Company, Buyer shall not:not (and Parent shall cause Buyer not to): (i) waive or change the Minimum Tender Condition (except to the extent permitted contemplated under paragraph (A1(a) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 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. (New York City timeEastern Time), or at such other time as the Parties parties hereto may mutually agree, on the date that is the later of fifty (i) twenty-one (2150) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following the commencement of the Offer and (ii) unless another date is agreed in writing by the parties hereto); provided that in no event shall such date that is six (6) Business Days after expiration time occur prior to 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(e2.1(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 8VI, Buyer may or shallshall (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 thereof, or the NASDAQ Global Select Market (the “NASDAQ”) Nasdaq, as 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 permitted under this Agreement and 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. (New York City timeEastern 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereofTime, the Offer Condition set forth in paragraph (B1(b) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to may extend the Offer on such occasion for periods of up to twenty (20) Business Days; provided provided, further, however, that (x) Buyer shall not be required to to, and shall not without the prior written consent of the Company, extend the Offer to a date later than the End Outside Date (as the End Outside Date may be extended pursuant to Section 8.01(b)(i6.2(b)) and (y) if the sole then-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. (New York City timeEastern 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”) in accordance with Rule 14d-11 promulgated under the Exchange Act of not 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, Buyer or Parent has publicly announced its intention to, subject to the terms of this Agreement, effectuate the Asset Sale, Buyer shall (and Parent shall cause Buyer to) (and the Offer 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 “Minority 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 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 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 Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments or supplements thereto and including exhibits thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable United States federal securities Laws and any other applicable Law. The Company shall furnish promptly to Parent and Buyer all information concerning the Company required by the Exchange Act and applicable Law, or as reasonably requested by Parent, to be set forth in the Offer Documents. Each of Parent and Buyer, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule TO and the Offer Documents if and to the extent that such information has become (or has become known to be) false or misleading in any material respect. Parent and Buyer shall use their reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities Laws and any other applicable Law. Parent and Buyer shall give the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC, and Parent and Buyer shall give due consideration to all reasonable additions, deletions or changes to such documents (and any amendments thereto) suggested thereto by the Company and its counsel. Parent and Buyer shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Parent and 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 those comments or other communications and (B) a reasonable opportunity to participate in the responses of Parent and Buyer to those comments and to 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 nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8shall not have been terminated in accordance with Section 8.01, Buyer Merger Sub shall, and Parent shall cause Merger Sub to, on or before the date that is ten (10) Business Days after the date of the initial public announcement of this Agreement (but in no event earlier than five (5) Business Days after the date of the initial public announcement of this Agreement), commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer as promptly as reasonably practicable after the date of this Agreement but in no event later than the fifteenth Offer. (15thb) Business Day following the date of this Agreement. The obligations of Buyer Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, payment and pay for, for any Shares tendered pursuant to the Offer shall be is subject to the terms and the satisfaction or waiver (to the extent permitted under this Agreementas provided in Section 1.01(c) below) of the conditions set forth in Annex I (the “Offer Conditions”). The date on which Buyer commences ) (without limiting the right of Merger Sub to terminate, extend or modify the Offer is referred to as the “Offer Commencement Date”. (b) In in accordance with the terms and conditions of this Agreement Agreement). On the terms and subject to the satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law) conditions of the Offer Conditionsand this Agreement, Buyer Merger Sub shall, at or as promptly as practicable following the Expiration Time (but in any event within two (2) Business Days thereafter)and Parent shall cause Merger Sub to, 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), and pay (by delivery of funds to the depositary for the Offer) for all Shares validly tendered and not properly validly withdrawn pursuant to the Offer as of the Acceptance Time (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,”); 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 ” and 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 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 Date”. The Offer Consideration payable in respect of each Share 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 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 Offer Conditions are for the right at any time tosole benefit of Parent and Merger Sub, in its sole discretion, and Parent and Merger Sub may waive, in whole or in part, any of Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Offer Conditions Minimum Condition, which may be waived by Parent and to make any change in the terms of or conditions to the Offer; provided that, without 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, Buyer 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: : (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (iii) Price or change the form of consideration to be paid payable in the Offer; , (ivii) decrease the number of Shares sought to be purchased in the Offer; , (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (viiii) impose additional conditions on the Offer Conditions or otherwise amend, modify or supplement any of in addition to the Offer Conditions or terms amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date (as defined below) except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders 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), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected 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. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral 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. 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 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 initially expire at 9:00 a.m. (remain open until midnight, New York City time), or at such other time as the Parties may mutually agree, on end of the date that is the later 20th business day (for purposes of (ithis Section 1.01(e) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following the commencement of the Offer and (ii) such date that is six (6) Business Days after the date of that the EGM Offer is commenced (such initial expiration date and time of the Offer, the “Initial Expiration TimeDate”) or, if the period of time for which the Offer has is open shall have been extended pursuant to to, and in accordance with with, this Section 2.01(e)1.01(e) or as may be required by applicable Law, the time and date and time to which the Offer has been so extended (the Initial Expiration Time, Date or such later expiration time and date and time to which the Offer has been so extendedextended in accordance with this Section 1.01(e), the “Expiration TimeDate”). . Notwithstanding the foregoing, (ei) Subject to Article 8if, Buyer may on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, as applicableand Parent shall cause Merger Sub to, extend the Offer from time for successive periods of not more than ten (10) Business Days (as defined below) (the length of such period to time be determined by Merger Sub), or for such longer period as follows: 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 the minimum any period as required by any rule, regulation, interpretation or position of the SEC, the SEC or its staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the OfferOffer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; or provided that, in the case of clauses (i) and (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 Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer on 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 Parent shall cause Merger Sub to, promptly (and in any event within one or more occasions in consecutive periods of up to ten (101) 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 periodtermination) (or such other duration as may be agreed to by Buyer and terminate the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, Offer. If the Offer Condition set forth is terminated or withdrawn by Merger Sub, or this Agreement is terminated in paragraph (B) accordance with Section 8.01, prior to the acceptance for payment of Annex I is not reasonably likely 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 be satisfied within such ten (10) Business Day extension periodreturn, then Buyer shall be permitted all tendered Shares to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)registered holders thereof.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 8.01 hereof, none of the events set forth on paragraphs (a) through (f) of Annex II shall have occurred and be continuing and the Company is prepared (in accordance with Section 1.02(c)) to file 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 in any event no later than ten (10) Business Days after the date of initial public announcement of this Agreement, provided that would give rise the Company has so complied with the Pennsylvania Takeover Disclosure Law (to a right the extent actions are required to terminate this Agreement pursuant be taken by it) and is prepared to Article 8file with the SEC the Schedule 14D-9), Buyer Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)), the Offer as promptly as reasonably practicable after to purchase all of the date of this Agreement but in no event later than outstanding Shares at the fifteenth (15th) Business Day following the date of this AgreementOffer Price. The obligations obligation of Buyer Merger Sub to accept for payment, payment and pay for, 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 the 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 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 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 the depositary for the Offer) for all Shares validly tendered and not properly withdrawn pursuant to the Offer as shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended from time to time hereunder), and not properly withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Parent, represents at least a majority of all Fully Diluted Shares immediately prior to the Share Acceptance Time (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee) (the “Closing,Minimum Condition”); provided, however, that if, but for this provisoand (ii) the conditions set forth in Annex II (together with the Minimum Condition, 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“Offer Conditions”). Merger Sub, or Parent on such other date to be specified by the Parties; providedbehalf of Merger Sub, 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 toto waive, in its sole and absolute 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, however, that unless otherwise provided thatby this Agreement or previously approved by the Company in writing (which approval may be granted or withheld by the Company in its sole and absolute discretion), without the prior written consent of the Company, Buyer shall not: (iA) waive or change the Minimum Condition may not be waived or amended, (except to the extent permitted under paragraph (AB) of Annex I); (ii) decrease the Offer Consideration; (iii) no change may be made that changes the form of consideration to be paid in pursuant to the Offer; (iv) decrease , decreases the Offer Price or the number of Shares sought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of the Offer Conditions or terms of imposes conditions to the Offer in a manner adverse addition to those set forth in Annex II, or otherwise amends 01. Subject to the holders terms and conditions of Shares. (d) The this Agreement, the Offer shall initially expire at 9:00 a.m. (midnight, New York City time), or at such other time as the Parties may mutually agree, on the date that is the later of twenty (i) twenty-one (2120) Business Days (calculated as set forth in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) 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 Offertime, the “Initial Expiration Time”) orDate,” and such time, if or such subsequent time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been extended pursuant to and terminated in accordance with Section 2.01(e)8.01, (i) Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, without the date and time to which consent of 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 applicableCompany, extend the Offer from time on one or more occasions, in consecutive increments of up to time as follows: ten (i10) Business Days each, for any period up to and including the minimum Outside Date if on any then-scheduled Expiration Date any of the Offer Conditions has not been satisfied or waived in writing by Merger Sub (or Parent on its behalf), until such Expiration Date on which all Offer Conditions shall then be satisfied or, to the extent permitted, waived, (ii) Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, without the consent of the Company, extend the Offer for any period as required by any rule, regulation, interpretation or position of the SEC, the staff thereof SEC or the The NASDAQ Global Select Stock Market (the “NASDAQ”) applicable to the Offer; or , (iiiii) if, at except to the extent otherwise agreed in writing by the Company prior to any then-scheduled Expiration TimeDate, any of the Offer Conditions has not either been Merger Sub (Aor Parent on its behalf) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall extend the Offer on one or more occasions occasions, in consecutive periods increments of up to ten (10) Business Days each each, up to and including the Outside Date, until the condition set forth in clause (with each such period ii) of the first paragraph of Annex II related to end at 5:00 p.m. the HSR Act is satisfied or waived in writing by Merger Sub (New York City timeor Parent on its behalf) and (iv) if on any scheduled Expiration Date, the last Minimum Condition is not satisfied but all other Offer Conditions are satisfied, then Merger Sub (or Parent on its behalf) shall extend the Offer on a single occasion for a ten (10) 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer 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 increase the Offer Price and extend the Offer up to and including the Outside Date to the extent required by Law in connection with such increase, in each case, in its sole and absolute discretion and without the consent of the Company. 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 date later Person other than the End Date Person in whose name the tendered Certificate is registered, it shall be a condition of payment that (as x) the End Date may Certificate so tendered be extended pursuant to Section 8.01(b)(i)) properly endorsed or shall be otherwise in proper form for transfer, and (y) if the sole then-unsatisfied Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Offer Condition 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 Minimum Conditionextent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, Buyer 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 if this Agreement is terminated pursuant to Section 8.01. If the Offer is terminated by Parent or Merger Sub, or this Agreement is terminated prior to the purchase of Shares in the Offer, Merger Sub shall promptly (within the meaning of Rule 14e-1(c) of the Exchange Act) return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (b) As promptly as practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, and supplements thereto and including exhibits thereto, the “Schedule TO”) with the SEC, which shall 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 (together with the Schedule TO, collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) 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 Sub in writing all information concerning the Company that may be required to extend by applicable Law for inclusion in the Offer on more than two (2) occasions in consecutive periods Documents. Each 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 agreed to by Buyer Parent, Merger Sub and the Company)Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Merger Sub agree to take all steps necessary to cause the 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 holders of Shares, in each case as, and to the extent, required by applicable Law. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO before it is filed with the SEC, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments or communications, and shall inform 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 those comments or other communications. The Company and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and Parent 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 nothing shall have occurred that and be continuing that, had the Offer been commenced, would give rise to a right to terminate this Agreement the Offer pursuant to Article 8any of the conditions set forth in Annex I, Buyer as promptly as practicable after the date hereof and in any event within ten calendar days after the date hereof, Merger Subsidiary shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) the Offer as promptly as reasonably practicable after to purchase any and all of the date of this Agreement but outstanding Shares at the Offer Price, net to the seller in no event later than the fifteenth (15th) Business Day following the date of this Agreementcash. The obligations of Buyer to accept for payment, and pay for, any Shares tendered pursuant to the Offer shall only be subject to the satisfaction or waiver (condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the extent permitted under this Agreement) 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 (the “Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the 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 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 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 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,”); 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 I. Merger Subsidiary expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part, to waive any of the conditions to 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: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); may not be waived and (ii) decrease the Offer Consideration; (iii) no change may be made that changes the form of consideration to be paid in paid, decreases the Offer; (iv) decrease Offer Price or the number of Shares sought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of imposes conditions to the Offer Conditions in addition to those set forth in Annex I or terms modifies the conditions set forth in Annex I or amends any other term of the Offer in a any manner adverse to the holders of Shares. . Notwithstanding the foregoing, (dx) The Offer shall initially expire at 9:00 a.m. (New York City time), or at such other time as without the Parties may mutually agree, on the date that is the later of (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement consent of the Offer and (ii) such date that is six (6) Business Days after Company, Merger Subsidiary shall have 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 right 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 any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or Offer or any period required by Applicable Law and (iiy) if, at if any condition to the then-Offer is not satisfied or waived on any scheduled Expiration Time, any expiration date 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)Offer, then Buyer Merger Subsidiary shall extend the Offer on one from time to time until such conditions are satisfied 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 agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s)waived; provided, howeverin each case, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer Merger Subsidiary shall not be required to extend the Offer to a date later than beyond the End Date 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 End Date may be extended expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to Section 8.01(b)(ithe Offer and (ii) validly tendered in the Subsequent Offering Period (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”). (b) On the date of commencement of the Offer, Parent and Merger Subsidiary shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that shall include the summary term sheet required thereby and, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement and other appropriate ancillary Offer documents (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (yii) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend cause the Offer on more than two Documents, along with the notice of the Merger required by Section 3-106(d)(1) of Maryland Law (2the “Notice of Merger”), to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in the Schedule TO, the Offer Documents or the Notice of Merger if and to the extent that such information shall have become (or shall become known to be) occasions false or misleading in consecutive periods any material respect. Parent and Merger Subsidiary shall use their reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of up Shares, in each case, as soon as reasonably practicable and as and to ten (10) Business Days each (with each such period the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to end at 5:00 p.m. (New York City time) review and comment on the last Business Day of such period) (or such other duration as may be agreed to by Buyer Schedule TO and the CompanyOffer Documents each time before any such document is filed with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with (i) any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given).

The Offer. (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 nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8, Buyer shall 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 not have been terminated in no event later than the fifteenth (15th) Business Day following the date of this Agreement. The obligations of Buyer to accept for payment, accordance with Section 8.1 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) 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 and, in any event, within five (5) Business Days of the date of this Agreement, Parent or the Purchaser shall amend the Pending Offer to reflect the execution of this Agreement and the terms hereof and to purchase for cash all Shares at the Offer Price. The obligations of the Purchaser to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not properly withdrawn shall be subject to (i) there being validly tendered and not properly withdrawn prior to the expiration of the Offer that number of Shares which represents a majority of the Shares outstanding on a fully-diluted basis (the “Offer ConditionsMinimum Condition”)) and (ii) the other conditions set forth in Annex I hereto. The date on which Buyer commences Subject to the prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer is referred to as set forth in Annex I hereto, the “Offer Commencement Date”. Purchaser shall (b) In and Parent shall cause Purchaser to), in accordance with the 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, consummate the Offer Conditions, Buyer shall, at or as promptly as practicable following the Expiration Time (but in any event within two (2) Business Days thereafter), and 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), and 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 promptly after expiration of the Acceptance Time (the “Closing,”); Offer, which shall initially be July 18, 2008, provided, however, that if, but for this proviso, the Closing would have occurred on a Specified Quarter End Date, then, (x) if elected by Buyer, the Closing shall take place on the first Business Day following initial expiration date of the latest Specified Quarter End Date for a particular fiscal quarter, Offer or on such other any subsequent scheduled expiration date to be specified by of the Parties; providedOffer (as extended in accordance with this Agreement), 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 conditions to the Offer Consideration pursuant shall not have been satisfied or waived, the Purchaser may, from time 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 totime, in its sole discretion, waiveextend the Offer for such period as the Purchaser may determine, (y) the Purchaser may, 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: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in 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 applicableits sole discretion, extend the Offer from time to time as follows: (i) for the minimum any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or , and (iiz) ifthe Purchaser may, at in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the then-scheduled Expiration TimeU.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 Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (to Company and Parent. In addition, the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall extend Purchaser may increase 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer Price and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 extent required by Law in connection with such increase, in each case in its sole discretion and without the Company’s consent. Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall, without the prior written consent of the Company (as the End Date may be extended pursuant to Section 8.01(b)(i)i) and (y) if the sole then-unsatisfied Offer Condition is change or waive the Minimum Condition, Buyer shall not be required to extend (ii) reduce the Offer on more than two Price or decrease the number of Shares sought to be purchased in the Offer, (2iii) occasions change the expiration date of the Offer (except to the extent required or permitted pursuant to this Section 1.1(a)), impose any condition to the Offer in consecutive periods addition to the conditions set forth or referred to in this Section 1.1(a) or amend, modify or supplement any of up to ten the terms of the Offer in any manner adversely affecting the holders of Shares. (10b) As promptly as reasonably practicable and, in any event, within five (5) Business Days each of the date of this Agreement, Parent or Purchaser shall file with the United States Securities and Exchange Commission (the “SEC”) an amendment to Parent’s Tender Offer Statement on Schedule TO, as amended, and originally filed on May 30, 2008 with each such period respect to end at 5:00 p.m. the Pending Offer, which amendment shall reflect the execution of this Agreement and the terms hereof and shall include an amended offer to purchase, form of letter of transmittal and form of notice of guaranteed delivery (New York City time) collectively, together with any amendments and supplements thereto, the “Offer Documents”). Subject to the Company’s compliance with Section 1.2(b), Parent and the Purchaser shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable U.S. federal securities laws. Parent and the Purchaser, on the last Business Day of such period) (or such other duration as may be agreed to by Buyer one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and the Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable U.S. federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or the Purchaser’s, as the case may be, receipt of such comments, and (ii) a reasonable opportunity to participate in the response of Parent or Purchaser to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and/or Purchaser or their counsel in any discussions or meetings with the SEC.

The Offer. (a) Provided that nothing Parent shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8cause Merger Sub to, Buyer shall and Merger Sub shall, commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxExchange Act) the Offer as promptly soon as reasonably practicable after the date of this Agreement Agreement, but in no event later than the fifteenth (15th) 15th Business Day following after the date of this Agreement. Notwithstanding the foregoing, Merger Sub shall not be required to commence the Offer if the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and to disseminate to holders of Shares, the Schedule 14D-9. The obligations date on which Merger Sub commences the Offer, within the meaning of Buyer Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(e), be exchanged for the right to receive the Offer Consideration. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (x) accept for exchange all Shares validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Merger Sub is permitted to do so under applicable Laws (and in any event in compliance with Rule 14e-1(c) of the Exchange Act) and (y) deliver the Offer Consideration in exchange for each Share accepted for exchange pursuant to the Offer. (b) The obligation of Merger Sub to accept for payment, exchange (and pay for, any the obligation of 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 satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I II (the “Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (bc) In accordance with Merger Sub expressly reserves the right, in its sole discretion, to (i) increase the Offer Consideration and (ii) waive or make any other changes to the terms and conditions of this Agreement the Offer; provided, however, that without the prior written consent of the Company: (A) the Minimum Tender Condition or any of the conditions set forth in clauses (d) or (e) of Annex II may not be amended or waived; and subject (B) no change may be made to the satisfaction or waiver Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the extent such waiver is not prohibited by applicable LawOffer, (2) decreases any component of the Offer ConditionsConsideration, Buyer shall(3) decreases the aggregate number of Shares to be purchased by Merger Sub in the Offer, at (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 (5) except as promptly as practicable following provided in Section 1.1(d), extends the Expiration Time expiration time of the Offer beyond the initial expiration time of the Offer. (but in any event within two d) The Offer shall initially be scheduled to expire twenty (220) 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 three (3) Business Days Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) promulgated and Rule 14e-1(a) under the 0000 XxxExchange Act) thereafter(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 and has not been waived, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, for additional successive periods of up to ten (10) Business Days per extension (with the length of such periods to be determined by Parent), pay (by delivery of funds until all Offer Conditions are satisfied or validly waived in order to the depositary for the Offer) for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of permit the Acceptance Time (the “Closing,”)to occur; provided, however, that ifin no event shall Merger Sub or Parent be required or permitted, 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 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: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease consented to by the Company, to extend the Offer Consideration; (iii) change to a date later than 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 Time, except as otherwise provided in this AgreementOutside Date; 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 adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of the Offer and (ii) such date that is six Merger Sub shall (6and Parent shall cause Merger Sub to) 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 any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or of the NASDAQ Global Select Market (the “NASDAQ”) SEC applicable to the Offer; or (ii) ifprovided, at the then-scheduled Expiration Timehowever that in no event shall Merger Sub or Parent be required or permitted, any of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (except to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed consented to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 Outside Date. For the avoidance of doubt, if, at any Expiration Date, all of the Offer Conditions have been satisfied or waived in writing by Parent and this Agreement has not otherwise been terminated in accordance with its terms Merger Sub shall (and Parent shall cause Merger Sub to) promptly accept for exchange, and deliver the Offer Consideration for, all Shares validly tendered and not validly withdrawn pursuant to the Offer in accordance with this Agreement. (e) As soon as reasonably practicable after the date of this Agreement, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the “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 End Date may be extended pursuant to Section 8.01(b)(i“Offer Documents”)) ; and (yii) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable Laws. Parent and Merger Sub shall 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 more than two the Registration Statement and the Offer Documents (including 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 Sub shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, the Offer Documents or the Offer. To the extent required by the applicable Laws, (1) each of Parent, Merger Sub and the Company shall use reasonable best efforts to correct promptly any information provided by it for use in the Registration Statement or the Offer Documents to the extent that it becomes aware that such information shall have become false or misleading in any material respect and (2) occasions in consecutive periods Parent and Merger Sub shall take all steps necessary to promptly cause the Registration Statement and the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of up Shares. The Company shall promptly furnish to ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City time) on Parent and Merger Sub all information concerning the last Business Day of such period) (or such other duration as may be agreed to by Buyer 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 filing and to maintain its effectiveness for so long as shall be required for the issuance of Parent Common Stock pursuant to the Offer 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 such termination of this Agreement.

The Offer. (a) Provided that nothing (i) none of the events set forth in paragraphs (b) and (d) of Annex I to this Agreement shall have occurred that would give rise to a right to terminate 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 pursuant to Article 8shall not have previously been validly terminated in accordance with Section 10.01, Buyer as promptly as reasonably practicable, but in no event later than twelve (12) business days (as defined in Rule 14d-1(g)(3) promulgated under the Exchange Act) 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 0000 XxxExchange 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 as the “Offer Commencement Date”. (b) As promptly as reasonably practicable after on the later of: (i) the earliest date as of this Agreement but in no event later than the fifteenth (15th) Business Day following the date of this Agreement. The obligations of Buyer which Purchaser is permitted under applicable Law to accept for payment, and pay for, any payment Company Common Shares tendered pursuant to the Offer shall be subject to and (ii) the satisfaction or waiver (to the extent permitted under this Agreement) 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 date on which Buyer commences obligation of Purchaser to accept for payment Company Common Shares tendered pursuant to the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and shall be subject only to the satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law) of each of the Offer Conditions, Buyer shall, at or as promptly as practicable following Conditions (and shall not be subject to any other conditions). Promptly after the Expiration Time (but in any event within two (2) Business Days thereafter), accept acceptance 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 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 the depositary for the Offer) for all Company Common Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing,”); providedOffer, however, that if, but Purchaser shall pay 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 AgreementCompany Common Shares. (c) Buyer Parent and Purchaser expressly reserves reserve the right at to increase the Offer Price, waive any time toOffer Condition or amend, in its sole discretion, waive, in whole modify or in part, supplement any of the Offer Conditions and to make any change in the or terms of or conditions the Offer. Notwithstanding anything to the Offer; provided thatcontrary contained in this Agreement, neither Parent nor Purchaser shall (without the prior written consent of the Company, Buyer shall not:): (i) change or waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of as defined in Annex I); (ii) decrease the Offer Considerationnumber of Company Common Shares sought to be purchased by Purchaser in the Offer; (iii) reduce the Offer 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 to be paid payable in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; 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 adverse that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Common Shares. (d) The Unless extended as provided in this Agreement, 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 (i) twenty-one (21) Business Days (calculated in 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 TimeDate”) or, if that is twenty (20) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act ) after the Offer has been extended pursuant to and in accordance with Section 2.01(e)Commencement Date. Notwithstanding the foregoing, 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”). (ei) Subject to Article 8, Buyer may or shall, as applicable, Purchaser shall extend the Offer from time to time as follows: (i) for the minimum any period as required by any rule, regulation, interpretation or position of the SEC, the SEC or its staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) Nasdaq that is applicable to the Offer; or provided, that in no event shall Purchaser be required to extend the Offer beyond the Outside Date, (ii) if, at on the then-scheduled Initial Expiration Time, Date or any subsequent date as of which the Offer Conditions has is scheduled to expire (an “Extended Expiration Date”), the Minimum Condition or the Regulatory Condition is not either been (A) satisfied or (B) waived by Buyer (satisfied, then, to the extent such waiver is not prohibited under this Agreement and requested in writing by the Company no less than two (2) business days prior to the applicable Law)expiration date, then Buyer Purchaser shall extend the Offer on for one or more occasions in consecutive periods ending no later than the Outside Date, to permit either of up such Offer Conditions to be satisfied; provided, that no individual extension shall be for a period of more than 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 agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); providedbusiness days and, however, provided further that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer Purchaser shall not be required to extend the Offer under this clause (ii) to a date later than beyond the End 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, 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, (as the End Date may be extended pursuant to Section 8.01(b)(i)) and (yiv) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer Company shall not be required to extend the Offer on more have requested in writing no less than two (2) occasions business days prior to the Initial Expiration Date, Purchaser shall extend the Offer for the period of time stated in consecutive periods of up to the Company’s written request (which period shall not exceed ten (10) Business Days each business days beyond the Initial Expiration Date) notwithstanding the satisfaction or waiver of all of the Offer Conditions 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 each 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 the Company Common Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the extent 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 shall cause Purchaser to, and Purchaser shall, accept for payment and pay for all Company Common Shares validly tendered and not withdrawn during such subsequent offering period to end at 5:00 p.m. as promptly as practicable after any such Company Common Shares are tendered during such subsequent offering period and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. (New York City timee) on the last Business Day of such period) (or such other duration as The Offer may be agreed terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 10.01. (f) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Shares occurring or having a record date on or after the date of this Agreement and prior to the payment by Buyer and Purchaser for the Company)Company Common Shares; provided that this subsection (f) shall not affect or supersede the provisions of Section 5.01(b) hereof.

The Offer. (a) Provided that nothing shall have occurred that would give rise Subject to a right to terminate the provisions of this Agreement pursuant to Article 8Agreement, Buyer shall 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 practicable, but in no event later than the fifteenth five (15th5) Business Day following business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The obligations initial expiration date for the Offer shall be the 20th business day following the commencement of Buyer the Offer. The obligation of Newco to accept for payment, and pay for, any Shares shares of Seller Common Stock 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 EXHIBIT C hereto (the “Offer Conditions”). The date on "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer commences the Offer is referred in its sole discretion) and to as the “Offer Commencement Date”. (b) In accordance with the 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 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 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 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,”); 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. (cb) Buyer expressly reserves may, without the right consent of Seller, cause Newco to (A) extend the Offer, if at any time to, in its sole discretion, waive, in whole the scheduled or in part, extended expiration date of the Offer any of the Offer Conditions and to make any change in the terms of shall not be satisfied or conditions to the Offer; provided thatwaived, without the prior written consent of the Company, Buyer shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of Shares. (d) The Offer shall initially expire at 9:00 a.m. (New York City time), or at until such other time as the Parties may mutually agreesuch conditions are satisfied or waived, on the date that is the later of (iB) twenty-one (21) Business Days (calculated in 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 any period as required 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 Select Market (the “NASDAQ”) applicable to the Offer; or Offer or any period required by applicable law and (iiC) 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 extend the Offer on one or more occasions in consecutive periods for an aggregate period of up to not more than ten (10) Business Days each business days beyond the latest expiration date that would otherwise be permitted under clause (with each such period to end at 5:00 p.m. (New York City timeA) 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is this sentence, if on such expiration date there shall not reasonably likely have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the terms and conditions of the 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 (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 Conditionthis 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 date 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 extend 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 Seller agree promptly to correct any information provided by it for use in the Offer on more than two (2) occasions Documents if and to the extent that such information shall have become false or misleading in consecutive periods any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of up Seller Common Stock, in each case as and to ten (10) Business Days each (the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with each such period the SEC or dissemination to end at 5:00 p.m. (New York City time) on the last Business Day holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such period) (or such other duration as may be agreed to by Buyer and the Company)comments.

The Offer. (a) Each of the Company and the Parent shall 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 would give rise has resulted in a failure to a right to terminate this Agreement pursuant to Article 8, Buyer shall 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, satisfy 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 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 Conditions”not prohibited by this Agreement). The date on which Buyer commences obligation to consummate the Offer is referred 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 further 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, Merger Sub shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1, as amended and supplemented, with respect to the “Offer Commencement Date”(the "Schedule 14D-1") and the related Letter of Transmittal, as amended or supplemented, (collectively with the Schedule 14D-1 the "Offer Documents") provided that prior to the 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, Company and Merger Sub shall promptly correct any information provided by it for use in the Offer Documents that 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 disseminated to the holders of Shares, as and to the extent required by applicable federal securities laws. (bc) In accordance with Parent and Merger Sub expressly reserve the right to waive any of the conditions to the Offer and to modify the 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 Conditionsfrom time to time, Buyer shall, 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 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 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,”); 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 Conditions and to make any change in the terms of or conditions to the Offer; provided that, without the prior written consent approval of the Company, Buyer the Offer shall not: not be amended (i) waive or change to reduce the Minimum Condition (except cash price per Share to the extent permitted under paragraph (A) of Annex I); be paid pursuant thereto, (ii) decrease to reduce the Offer Consideration; number of Shares to be purchased thereunder, (iii) to change the form of consideration to be paid in the Offer; , (iv) decrease to increase the minimum number of Shares sought in which must be tendered to satisfy the Offer; Minimum Condition, (v) extend to impose additional conditions to the Offer or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of to amend the Offer Conditions or terms of the Offer in a manner that is materially adverse to the holders stockholders of Shares. the Company. In the event that the conditions set forth in paragraphs (d) The Offer shall initially expire at 9:00 a.m. (New York City timea)(ii), (a)(iii) or (a)(iv) of Annex I shall not have been satisfied or waived at such other time as the Parties may mutually agree, on the date that is the later of (i) twenty-one (21) Business Days (calculated in 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 scheduled or any extended expiration date and time of the Offer, Parent and Merger Sub shall extend 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 in increments of 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 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Daysless than five business days; provided further, however, that (x) Buyer Parent and Merger Sub shall not be required to extend the Offer to a expiration date later than the End Date (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 extend of 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)past February 15, 2000.

The Offer. (a) Provided that nothing As promptly as practicable (and in any event within ten Business Days after the date hereof), the Purchaser shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8commence, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer as promptly as reasonably practicable after to purchase all the date of this Agreement but in no event later than outstanding Shares at the fifteenth (15th) Business Day following the date of this AgreementOffer Price. The obligations consummation of Buyer the Offer, and the obligation of the Purchaser to accept for payment, payment and pay for, any for Shares tendered pursuant to the Offer Offer, shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned of record by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement 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 extent permitted under this Agreement) of the conditions Offer set forth in Annex I (are for the “Offer Conditions”). The date on which Buyer commences sole benefit of the Offer is referred Purchaser and may be asserted by the Purchaser in its reasonable judgment regardless of the circumstances giving rise to as such condition or may be waived by the “Offer Commencement Date”Purchaser, in its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. (b) In accordance with the terms and conditions of this Agreement and subject Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver (to by the extent such waiver is not prohibited by applicable Law) Purchaser, of the Offer Conditionsother conditions and requirements set forth in Annex I, Buyer shall, at or as promptly as practicable following the Expiration Time (but in any event within two (2) Business Days thereafter), Purchaser shall 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), and 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,”); 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”promptly. The Offer Consideration Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the preceding sentence Offer shall be paid, net of any applicable Tax withholding with respect to the Offer Consideration pursuant to Section 2.09, paid to the seller in cash, without interest, on 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 subject 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, (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 conditions Offer set forth in Annex I in a manner materially adverse to the holders of 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 Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (cd) Buyer expressly reserves the right at any time to, Unless extended in its sole discretion, waive, in whole or in part, any of the Offer Conditions and to make any change in accordance with the terms of or conditions to the Offer; provided thatthis Agreement, without the prior written consent of the Company, Buyer shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of Shares. (d) The Offer shall initially expire at 9:00 a.m. 12:00 midnight (New York City time), or at such other time as the Parties may mutually agree, ) on the date that is the later of (i) twenty-one (21) 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following the commencement of the Offer and (iiwithin the meaning of Rule 14d-2 under the Exchange Act) (such date that is six (6) Business Days after the date of the EGM (such initial expiration date and time of the Offertime, the “Initial Expiration TimeDate”) or, if the Offer Initial Expiration Date has been extended pursuant to and in accordance with Section 2.01(e)this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration date and time to which the Offer Initial Expiration Date has been so extendedextended in accordance with this Agreement, the “Expiration TimeDate”). (e) Subject If on or prior to Article 8any then scheduled Expiration Date, Buyer may or shall, as applicable, extend all of the conditions to the Offer from time to time as follows: (iincluding the Minimum Condition and the other conditions and requirements set forth in Annex I) for have not been satisfied, or, where permitted by applicable Law and this Agreement, waived by the minimum period as required by any rule, regulation, interpretation or position of the SECPurchaser, the staff thereof or Purchaser shall (and Parent shall cause the NASDAQ Global Select Market (the “NASDAQ”Purchaser to) 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 extend the Offer on one or more occasions in consecutive occasions, for successive periods of up to ten (10) 20 Business Days each (with each such period to end at 5:00 p.m. (New York City time) on each, until the last Business Day satisfaction or, where permitted by applicable Law and this Agreement, waiver by the Purchaser 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereofconditions. In addition, the Offer Condition set forth in paragraph Purchaser shall (Band Parent shall cause the Purchaser to) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up 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 twenty (20) Business Days; provided furtherthe contrary in this Agreement, however, that (x) Buyer 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 of such date, all 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 a date 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 End Date (last date of each such additional thirty-day period shall for all purposes of this Agreement be the “Outside Date”) solely to satisfy such condition(s); provided further that in no event shall the Outside Date, as the End Date it may be extended pursuant to this Section 8.01(b)(i1.1(e), extend past June 30, 2012. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to Article 7 hereof. (f) If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to the exercise of the Top-Up Option), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and (yone or more extensions thereof) if in accordance with Rule 14d-11 under the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend the Offer on more than two (2) occasions in consecutive periods Exchange Act of up to ten 20 Business Days. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (10g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall promptly (and in any event no later than the end of the next Business Days each Day following such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (with each such period to end at 5:00 p.m. (New York City timeh) As soon as practicable on the last Business Day date of such period) 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 (or such other duration together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Exchange Act. The Company shall promptly furnish to Parent and the Purchaser in writing all information concerning the Company that may be agreed to required by Buyer applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Schedule TO and the Offer Documents. The Purchaser, on the one hand, and the Company), on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Purchaser agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and the 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 nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8shall not have been terminated in accordance with its terms, Buyer Purchaser shall (and Parent shall cause Purchaser to), commence (within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) the Offer Exchange Act), as promptly as reasonably reasonable and practicable after the date of this Agreement but in no event later than the fifteenth five (15th5) Business Day following Days after the date of this Agreementhereof, the Offer at the Offer Price. The obligations obligation of Buyer Purchaser to consummate the Offer and to accept for payment, payment and to pay for, for any Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction or waiver (to the extent permitted under this Agreement) 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 Conditions”(within the meaning of Rule 14d-2 under the Exchange Act). The date on which Buyer commences Notwithstanding the foregoing, Purchaser may (i) extend the Offer is referred 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 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 longer period as the “Company and Purchaser may agree in writing in any particular instance) or such fewer number of days that Purchaser and the Company reasonably believe are necessary to cause the conditions of the Offer Commencement Date”. (b) In accordance with set forth in Annex I and Annex II hereto to be satisfied. Subject to the terms and conditions of this Agreement and subject to the satisfaction or earlier waiver (to of all the extent such waiver is not prohibited by applicable Law) conditions of the Offer Conditionsset forth in Annex I and Annex II hereto as of any expiration date of the Offer, Buyer shall, at or as promptly as practicable following the Expiration Time Purchaser shall (but in any event within two (2and Parent shall cause Purchaser to) 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), and 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 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 the Acceptance Time (Offer). On or prior to the “Closing,”); provideddate that Purchaser becomes obligated to pay for Shares pursuant to the Offer, 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 Parent shall take place on the first Business Day following the latest Specified Quarter End Date for a particular fiscal quarter, provide or on such other date cause to be specified by provided to Purchaser the Parties; provided, further, funds necessary to pay for all Shares that Buyer shall confirm in writing Purchaser becomes so obligated to pay for pursuant 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”Offer. The Offer Consideration payable in respect Price shall, subject to any required withholding of each Share pursuant to the preceding sentence shall Taxes, 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 upon the terms and subject to the conditions of this Agreementthe Offer. (cb) Buyer Subject to Section 1.01(a), Purchaser expressly reserves the right at any time toright, in its sole discretion, waive, in whole or in part, any to modify the terms and conditions of the Offer, including, without limitation, to extend the Offer Conditions and to make beyond any change in the terms of or conditions to the Offerscheduled expiration date; provided provided, however, that, without the prior written consent of the Company, Buyer Purchaser 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 Consideration; (iii) Price or change the form of consideration to be paid payable in the Offer; Offer (ivother than by adding consideration), (ii) decrease seek to purchase less than all outstanding Shares, (iii) impose material conditions to the number of Shares sought Offer in the Offer; (v) extend addition to those set forth in Annex I or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement amend any of the Offer Conditions or terms of conditions to the Offer set forth in Annex I that are in a manner adverse to the holders of Shares, or (iv) waive the conditions set forth in Annex II. 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. (dc) The Offer shall initially expire at 9:00 a.m. be made by means of an offer to purchase (New York City timethe “Offer to Purchase”) subject to the conditions set forth in Annex I and Annex II. As soon as reasonably practicable on the date the Offer is commenced, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer that (i) will comply in all material respects with the provisions of all applicable federal securities Laws (other than with respect to the accuracy or completeness of information supplied by the Company for inclusion or incorporation by reference into the Schedule TO or other Offer Documents), (ii) will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and a form of the related letter of transmittal, and (iii) may contain a summary advertisement (at such other time Parent’s sole discretion), which documents, together with any supplements or amendments thereto, are referred to collectively herein as the Parties may mutually agree“Offer Documents.” Parent and Purchaser shall cause the Offer Documents to be mailed to the holders of Shares as and to the extent required by applicable securities laws. Each of the Company, on the date that is one hand, and Parent and Purchaser, on the later of (i) twenty-one (21) Business Days (calculated other hand, agrees promptly to correct any information provided by it for use in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of Schedule TO or the Offer Documents if and (ii) such date to the extent 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 Schedule TO or the Offer has been extended pursuant Documents shall be, or have become, false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC and 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 shallDocuments, as applicableso corrected, extend to be disseminated to holders of Shares, in each case to the extent required by applicable federal securities Laws. Parent and Purchaser shall provide the Company and its counsel with a reasonable opportunity to review and comment on the Schedule TO and any Offer Documents before they are filed with the SEC and mailed to the holders of Shares. In addition, Parent and Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time as follows: (i) for from the minimum period as required by any rule, regulation, interpretation SEC or position of the SEC, the its 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 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. (New York City time) on the last Business Day promptly after receipt of such period) (comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)oral.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 8.01, 8.02, 8.03 or 8.04 and none of the events set forth in Annex A hereto shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8or be existing, Buyer Purchaser shall 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 hereof, but in no event later than five business days after the fifteenth (15th) Business Day following initial public announcement of Purchaser's intention to commence the date of this AgreementOffer. The obligations obligation of Buyer Purchaser to accept for payment, payment and pay for, any for Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver of (i) the condition (the "Minimum Condition") that at least the number of Shares that when added to the extent permitted under this Agreement) Shares already owned by Parent shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the other conditions set forth in Annex I (A hereto. Purchaser expressly reserves the “Offer Conditions”). The date on which Buyer commences right to waive any such condition, to increase the Offer is referred Per Share Amount and to as the “Offer Commencement Date”. (b) In accordance with make any other changes in the 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 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 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 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,”); provided, however, that if, but for this provisothat, the Closing would have occurred on a Specified Quarter End DatePurchaser will not (i) decrease the Per Share Amount, then(ii) reduce the number of Shares sought in the Offer, 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 (iii) add 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 conditions to the Offer Consideration pursuant to Section 2.09set forth in Annex A hereto, 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 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: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (iiiiv) change the form of consideration to be paid in the Offer; (iv) decrease the number of Shares sought in the Offer; Offer or (v) extend or otherwise make any other change in the Expiration Time, except as otherwise provided in this Agreement; 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 that is adverse to the holders of Shares.. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer. Notwithstanding the foregoing, without the consent of the Company, Purchaser shall have the right to extend the Offer (but in no event later than the Termination Date) (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 (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under from time to time if, at 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 scheduled or extended expiration date and time of the Offer, any of the “Initial Expiration Time”) or, if conditions to the Offer has shall not have been extended pursuant to and in accordance with Section 2.01(e)satisfied or waived, the date and time to which the Offer has been so extended until such conditions are satisfied or waived, (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: (iii) for the minimum any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or Offer or any period required by applicable law and (iiiii) 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 extend the Offer on one or more occasions in consecutive periods for an aggregate period of up not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to ten the Offer, together with the Shares then owned by Parent, represents more than 80% but less than 90% of the outstanding Shares on a fully-diluted basis. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, subject to Section 8.04(b), Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived. Upon the terms and subject to the conditions of the Offer, Purchaser shall accept for payment Shares that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time that all conditions to the Offer shall have been satisfied or waived by Purchaser. Subject to the terms and conditions of the Offer (10including, without limitation, the Minimum Condition), Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) Business Days each (with each such period to end at 5:00 p.m. (New York City time) As soon as reasonably practicable on the last Business Day date of such periodcommencement 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 such other duration as may be agreed shall incorporate by reference an offer to by Buyer purchase (the "Offer to Purchase") and the Company) in order to permit related form of letter of transmittal and any related summary advertisement (the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereofSchedule 14D-1, the Offer Condition set forth to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Purchaser and the Company shall correct promptly any information provided by any of them for use in paragraph (B) of Annex I is not reasonably likely the Offer Documents which shall become false or misleading, and Parent and Purchaser shall take all steps necessary to cause the Schedule 14D-1, as so corrected, to be satisfied within such ten (10) Business Day extension periodfiled with the SEC and the other Offer Documents, then Buyer as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company and its counsel shall be permitted given an opportunity to extend review and comment on the Offer on such occasion for up Documents (and any amendments thereto) prior to twenty (20) Business Days; provided furthertheir being filed with the SEC or disseminated to the holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments or other communications, howeverwhether written or oral, that (x) Buyer shall not be required Parent, Purchaser or their counsel may receive from time to extend time from the SEC or its staff with respect to the Offer to a date later than the End Date (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 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. (New York City time) on the last Business Day Documents promptly after receipt of such period) (comments or such other duration as may be agreed to by Buyer and the Company)communications.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in Annex I hereto shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8and be continuing, Buyer Purchaser shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxSecurities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as reasonably practicable after the date of this Agreement but (and in no any event not later than the fifteenth ten (15th10) Business Day business days) following the date of this Agreementhereof. The obligations of Buyer Purchaser to accept for payment, payment and to pay for, for any Shares validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn shall be subject only to (i) there being validly tendered and not withdrawn prior to the satisfaction or waiver (to the extent permitted under this Agreement) expiration of the Offer that number of Shares which, together with the Shares then actually owned by Yahoo! or Purchaser or any direct or indirect wholly owned subsidiary of Yahoo!, represents at least a majority of the Shares outstanding on a Fully Diluted Basis (the "Minimum Condition"); and (ii) the other conditions set forth in Annex I (hereto. For purposes of the “Offer Conditions”). The date on which Buyer commences 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 is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject Price. Subject to the prior satisfaction or waiver (to by Yahoo! or Purchaser of the extent such waiver is not prohibited by applicable Law) Minimum Condition and the other conditions of the Offer Conditionsset forth in Annex I hereto, Buyer shall, at or as promptly as practicable following Purchaser shall consummate the Expiration Time (but Offer in any event within two (2) Business Days thereafter), 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 time of acceptance for payment, "Offer to Purchase") that contains the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event within three (3) Business Days (calculated as terms set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) 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,”); 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 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: (i) waive or change the Minimum Condition (except to and the extent permitted under paragraph (A) of other conditions set forth in Annex I); (ii) I hereto. Purchaser shall not, and Yahoo! shall cause Purchaser not to, decrease the Offer Consideration; (iii) Price, change the form of consideration to be paid payable in the Offer; (iv) , decrease the number of Shares sought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amendconditions to the Offer, modify or supplement any extend the offer beyond the date that is twenty (20) business days after commencement of the Offer Conditions (the "Initial Expiration Date") except as set forth below, or terms amend any other condition of the Offer in a any manner adverse to the holders of the Shares. , in each case without the prior written consent of Launch (d) The Offer shall initially expire at 9:00 a.m. (New York City timesuch consent to be authorized by Launch's Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, or at such other time as Purchaser may, without the Parties may mutually agreeconsent of the Launch, on the date that is the later of (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of extend the Offer and beyond the Initial Expiration Date for the shortest time periods which it reasonably believes are necessary, in one or more such periods, but in no event more than an additional fifteen (ii15) such date that is six (6) Business Days after business days, if, at the date of the EGM (such initial scheduled expiration date and time of the Offer, Yahoo! and Purchaser shall not be in material breach of this Agreement and any of the “Initial Expiration Time”) orconditions to Purchaser's obligation to accept Shares for payment, if the Offer has been extended pursuant to shall not be satisfied or waived and in accordance with Section 2.01(e), the date and time to which the Offer has been so extended (the Initial Expiration Timesuch condition is reasonably capable of being satisfied, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). (eii) Subject to Article 8, Buyer may or shall, as applicable, extend the Offer from time to time as follows: (i) for the minimum any period as required by any rule, regulation, regulation or interpretation or position of the United States Securities and Exchange Commission ("SEC"), or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) thereof, applicable to the Offer; or (ii) if. Purchaser may, at without the then-scheduled Expiration Timeconsent of Launch, 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 extend the Offer on one or more occasions in consecutive periods for a subsequent offering period 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 agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided furtherbusiness days in accordance with Rule 14d-11 under the Exchange Act. In addition, howeverthe Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase, that in each case without the consent of Launch. (xb) Buyer On the date the Offer is commenced, Yahoo! and Purchaser shall not be file with the SEC, pursuant to Regulation M-A under the Exchange Act ("Regulation M-A"), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the "Schedule TO"). The Schedule TO shall include the summary term sheet required to extend under Regulation M-A and, as exhibits, the Offer to Purchase and a date later than form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the End Date "Offer Documents"). Yahoo! 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 each case as and to the extent required by applicable federal securities laws. Yahoo! and Purchaser agree to take all steps necessary to ensure that (i) the Offer Documents will comply in all material respects with the provisions of the Exchange Act, the rules and regulations thereunder and other applicable federal securities laws; and (ii) the Offer Documents shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in 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 the Offer Documents. Yahoo! and Purchaser, on the one hand, and Launch, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law. Yahoo! and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Launch and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, Yahoo! and Purchaser agree to provide Launch and its counsel with any comments, whether written or oral, that Yahoo!, 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 End Date case may be extended pursuant to Section 8.01(b)(i)) and (y) if the sole then-unsatisfied Offer Condition is the Minimum Conditionbe, 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. (New York City time) on the last Business Day receipt of such period) (comments, and any written or such other duration as may be agreed to by Buyer and the Company)oral responses thereto.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant shall not have been terminated in accordance with Article X and provided further that the Company is prepared (in accordance with Section 1.2) to Article 8file the Schedule 14D-9 on the same date as Merger Sub commences the Offer, Buyer as promptly as practicable after the date of this Agreement, but in any event not later than 5 Business Days from the date of this Agreement, Merger Sub shall (and Parent shall 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 promulgated under the 0000 XxxExchange Act) the Offer as promptly as reasonably practicable after the date Offer. (b) The obligation of this Agreement but in no event later than the fifteenth (15th) Business Day following the date Merger Sub to, and of this Agreement. The obligations of Buyer Parent to cause Merger Sub to, accept for payment, payment and pay for, for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of Shares which, together with the Shares beneficially owned by Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, represents at least a majority of the Fully Diluted Shares as of immediately prior to the satisfaction Expiration Time (the “Minimum Condition”); and (ii) the satisfaction, or waiver (to the extent permitted under this Agreement) by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I on Exhibit A (together with the Minimum Condition, the “Offer Conditions”). The date on which Buyer commences For purposes of determining whether the Minimum Condition has been satisfied, any Shares tendered in the Offer is referred pursuant to guaranteed delivery procedures shall be included only if such Shares have been delivered pursuant to such procedures. Subject to the prior satisfaction of the Minimum 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 Commencement Dateto 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 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, (iii) change, modify or waive the Minimum Condition, (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 otherwise change the Expiration Time, or (vi) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholders of the Company. (bd) In accordance with Subject to the 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 Agreement, unless the Offer Conditions, Buyer shall, at is extended in accordance with this Agreement 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 paymentParties shall otherwise agree, the “Acceptance Time”) andOffer shall expire at midnight, at or as promptly as practicable following New York City time, on the Acceptance Time (but in any event within three (3) Business Days date that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) 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,”); 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 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: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) 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 Offertime, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and in accordance with Section 2.01(e), the date and or such subsequent time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which of the Offer has been so extendedis extended in accordance with this Agreement, the “Expiration Time”). (e) Subject to the terms and conditions of this Agreement, unless this Agreement has been terminated in accordance with Article 8X, Buyer may or shall, as applicable, extend the Offer from time to time as follows: (i) for Merger Sub may, and at the minimum period as required by any rule, regulation, interpretation or position request of the SEC, the staff thereof or the NASDAQ Global Select Market Company shall (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 LawParent shall cause Merger Sub to), then Buyer shall extend the Offer on one or more occasions in consecutive for periods of up to ten (10) 20 Business Days each per extension (with each the length of any such period extension to end at 5:00 p.m. (New York City time) on the last Business Day of such period) be determined by Merger Sub (or such other duration as may be agreed to by Buyer and the CompanyParent on its behalf) in order its sole discretion) up to permit and including the satisfaction of such Offer Condition(s); providedTermination Date, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the any Offer Condition set forth in paragraph has not been satisfied or waived and (Bii) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension periodMerger Sub shall, then Buyer and Parent shall be permitted to cause Merger Sub to, extend the Offer on such occasion for up any period or periods if required by any Law applicable to twenty (20) Business Daysthe Offer; provided furtherprovided, however, that (x) Buyer in no event shall not Merger Sub be required to, nor shall Parent be required to cause Merger Sub to, extend the 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 extensions thereof (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of 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 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 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 later than of the End Date Expiration Time (as the End Date 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 (subject to any withholding of Taxes pursuant to Section 8.01(b)(i)3.6) for all Shares so accepted as promptly as practicable after the Expiration Time. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. (yh) if Merger Sub shall not terminate the sole Offer prior to any then-unsatisfied scheduled Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article X. If the Offer Condition is terminated or withdrawn by Merger Sub in accordance with the Minimum Conditionterms of this Agreement, Buyer 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 not 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. (i) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, 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 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 to extend by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer on more than two (2) occasions Documents. Parent and Merger Sub shall take all steps reasonably necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in consecutive periods of up each case as and to ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City time) the extent required by the Exchange Act. Parent and Merger Sub, on the last Business Day of such period) (or such other duration as may be agreed to by Buyer one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps reasonably necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. 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 a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 7.1 hereof and no event set forth in Annex I hereto shall have occurred that would give rise and be existing, Parent shall cause Merger Sub to a right to terminate this Agreement pursuant to Article 8, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxSecurities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act")) the Offer as promptly as reasonably practicable after the date of this Agreement practicable, but in no event later than the fifteenth (15th) Business Day five business days following the date public announcement of this Agreement; provided, however, that Parent may designate another direct subsidiary of Parent as the bidder (within the meaning of Rule 14d-1(c) under the Securities Exchange Act) in the Offer, in which case references herein to Merger Sub shall be deemed to apply to such subsidiary, as appropriate. The obligations obligation of Buyer Parent to cause Merger Sub to accept for payment, and pay for, payment any Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver (to the extent permitted under this Agreement) of the only those conditions set forth in Annex I hereto (the “"Offer Conditions”"). The date on which Buyer commences Per Share Amount shall be net to each seller in cash, subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller. The Company agrees that no Shares held by the Offer is referred Company shall be tendered pursuant to as the “Offer Commencement Date”Offer. (b) In accordance with the 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 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 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 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,”); 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 Conditions and to make any change in the terms of or conditions to the Offer; provided that, without Without the prior written consent of the Company, Buyer Parent shall not: not permit Merger Sub to (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (iii) Per Share Amount or change the form of consideration to be paid payable in the Offer; , (ivii) decrease the number of Shares sought in the Offer; , (viii) extend amend or otherwise change waive satisfaction of the Expiration Time, except Minimum Condition (as otherwise provided defined in this Agreement; or Annex I hereto) or (viiv) impose additional Offer Conditions or otherwise amend, modify or supplement any of conditions to the Offer Conditions or terms amend any other term of the Offer in a any manner adverse to the holders of Shares, provided that nothing herein shall prohibit any waiver of any condition or term of the Offer (other than the Minimum Condition) or any other action permitted hereby. Upon the terms and subject to the conditions of the Offer, Parent shall cause Merger Sub to accept for payment and purchase, as soon as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn 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 that shall 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 related transactions, are referred to collectively herein as the "Offer Documents") and shall mail the Offer to Purchase to the holders of the Shares. Parent and Merger Sub agree promptly to correct the Schedule 14D-1 if and to the extent it shall become false 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 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 Schedule 14D- 1 as so corrected to be filed with the SEC and disseminated to the Company's stockholders to the extent required by applicable Laws, including federal securities laws. 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. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with any 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 comments or other communications. (d) The Offer to Purchase shall initially expire at 9:00 a.m. provide for an initial expiration date for the Offer (New York City time), or at such other time the "Expiration Date") of 20 business days (as defined in Rule 14d-1 under the Parties may mutually agree, on Securities Exchange Act) from the date that is the later of (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of the Offer Offer. Parent and (ii) such date Merger Sub agree 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 they shall not terminate or withdraw 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, Expiration Date unless at the then-scheduled Expiration Time, Date any of the Offer Conditions has shall not either have been (A) satisfied or earlier waived. Notwithstanding the foregoing, Merger Sub may (Bi) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall extend the Offer on one or more occasions in consecutive periods of Expiration Date (including as it may be extended) for up to 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 (10ii) Business Days each extend the initial Expiration Date (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 including as it may be agreed to by Buyer and the Companyextended) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided furtherten business days, however, notwithstanding that (x) Buyer shall not be required to extend on such Expiration Date the Offer to a date later than the End Date (as the End Date may be extended pursuant to Section 8.01(b)(i)) and (y) Conditions shall have been satisfied or waived, if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall number of Shares that have been validly tendered and not be required to extend the Offer on withdrawn represents more than two (2) occasions in consecutive periods 50 percent but less than 90 percent 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 agreed to by Buyer then issued and the Company)outstanding Shares.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to shall not have been terminated in accordance with Article 8VIII, Buyer shall 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 May 11, 2012, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the fifteenth meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all issued and outstanding shares of Common Stock (15thincluding shares of Restricted Common Stock) Business Day following at the date 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. The obligations , including the prior satisfaction of Buyer to accept for payment, the Minimum Condition 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) by Merger Sub of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The date on which Buyer commences , promptly after the Offer is referred to as the “Offer Commencement Date”. later of (bi) In accordance with the terms and conditions of this Agreement and subject to the satisfaction or waiver twenty (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 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 three (320) Business Days (for this purpose calculated as set forth in accordance with Rule 14d-1(g)(3) promulgated under the 0000 XxxExchange Act) thereafter)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 (by delivery of funds to promptly after the depositary for the Offer) Expiration Date for all Shares shares of Common Stock (including shares of Restricted Common Stock) validly tendered and not properly withdrawn pursuant to the Offer. (c) The Offer as shall be made by means of the Acceptance Time an offer to purchase (the “Closing,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 if, but for this proviso, the Closing would have occurred on a Specified Quarter End Date, then, if elected unless otherwise provided 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 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 Merger Sub shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph not (A) of Annex I); (ii) decrease the Offer Consideration; Price, (iiiB) change the form of consideration to be paid payable in the Offer; , (ivC) decrease the maximum number of Shares shares of Common Stock sought to be purchased in the Offer; , (vD) extend add to, or otherwise change impose conditions to the Expiration TimeOffer, except as otherwise provided in this Agreement; or other than the Offer Conditions, (viE) impose additional Offer Conditions amend or otherwise amend, modify or supplement any of the Offer Conditions or any of the terms of the Offer in a manner adverse to the holders of Sharesshares 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) The 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), or at such other time as the Parties may mutually agree, ) on the date that is the later of (i) twenty-one (21) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) 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 TimeDate”) or, if in the Offer event the Initial Expiration Date has been extended pursuant to and in accordance with Section 2.01(e)this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration date and time to which the Offer Initial Expiration Date has been so extendedextended pursuant to and in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Subject to Article 8, Buyer may or shall, as applicable, extend the The Offer shall be extended from time to time as follows: (i) for If on the minimum period as required by any rule, regulation, interpretation or position of the SECscheduled Expiration Date, the staff thereof Minimum Condition has not been satisfied or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or (ii) if, at the then-scheduled Expiration Time, any of the other Offer Conditions has have not either 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) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law)Merger Sub may, then Buyer shall at its option, extend the Offer on for one or more occasions in consecutive periods of up to ten not more than five (105) 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 number of Business Days as the parties may be agreed to by Buyer agree and ending no later than the Company) Termination Date in order to permit the satisfaction of such conditions (subject to the right of Merger Sub to waive any Offer Condition(s)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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is Merger Sub shall not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted required to extend the offer beyond the Termination Date; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on such occasion for up 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 twenty (20) Business Days; the Offer, provided further, however, that (x) Buyer 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 later than of commencement of the End Date Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall use reasonable best efforts to (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal, form of summary advertisement and such other customary documents as the End Date Company and Parent may be extended pursuant agree (the Schedule TO, the Offer to Section 8.01(b)(i)Purchase and such other documents, together with all amendments and supplements thereto, the “Offer Documents”) and (yii) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend cause the Offer on more than two (2) occasions Documents to be disseminated to holders of shares of Common Stock, in consecutive periods each case as and to the extent required by applicable federal securities Laws. Parent and Merger Sub agree that they shall cause the Offer Documents and all exhibits, amendments or supplements thereto filed by either Parent or Merger Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. Each of up Parent, Merger Sub and the Company agrees to ten (10) Business Days promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Common Stock, in each (with each such period case as and to end at 5:00 p.m. (New York City time) on the last Business Day of such period) (extent required by applicable Law. The Company shall promptly furnish or such other duration as may be agreed otherwise make available to Parent and Merger Sub or Parent’s legal counsel, for inclusion in the Offer Documents, all information reasonably requested by Buyer Parent and reasonably available to the Company concerning the Company and the Company)’s shareholders that may be required in connection with any action contemplated by this Section 1.1(h) to be included in the Offer Documents, including in connection with communicating the Offer to the record and beneficial holders of the shares of Common Stock. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written responses thereto, and to promptly inform them of any oral comments or other communications. The Company and its counsel shall be given a reasonable opportunity to review and comment upon any written responses and to participate in any oral responses and Parent shall give due consideration to all reasonable additions, deletions or changes, as applicable, suggested thereto by the Company and its counsel. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (i) Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Common Stock held by them into the Offer.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant has not been terminated in accordance with Section 8.1, as promptly as reasonably practicable (but in no event later than ten (10) business days) after the date hereof, Parent shall cause Purchaser to Article 8, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under of the 0000 XxxExchange Act) 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 at the Offer shall be subject Price. 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 the 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 Purchaser shall, at or as and Parent shall cause Purchaser to, promptly as practicable following after the Expiration Time (but and in any event within two one (21) Business Days thereafterbusiness day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)), accept for payment all such Shares validly tendered pursuant to the Offer and not withdrawn (the date and time of the first acceptance for payment, the “Acceptance Time”) and, and promptly thereafter pay for such Shares. (b) The Offer shall initially be scheduled to expire at or as promptly as practicable midnight (Eastern time) on the date that is twenty (20) business days following the Acceptance Time commencement of the Offer (but in any event within three (3) Business Days (calculated as set forth in determined using Rule 14d-1(g)(3) promulgated under the 0000 XxxExchange Act) thereafter(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 “Expiration Time”). If on or prior to any then scheduled Expiration Time, pay all of the conditions set forth in Annex I (collectively, the “Offer Conditions”) shall not have been satisfied, or waived by delivery Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive periods of funds 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 accordance with Section 8.1. The Offer may not be terminated or withdrawn prior to the depositary for 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. (c) for all Shares validly tendered and not properly withdrawn pursuant Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer as of the Acceptance Time (the “Closing,”)in its sole discretion; 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 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 notneither Parent nor Purchaser shall: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (iii) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of Shares subject to be paid in or sought pursuant to the Offer; (iv) decrease the number of Shares sought in the Offer; (vii) extend or otherwise change the Expiration Time, except as otherwise provided in required by this Agreement; or Agreement or Applicable Law (vi) impose additional Offer Conditions or otherwise amend, modify or supplement including for any of the Offer Conditions or terms of the Offer in a manner adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in 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, SEC or its staff); (iii) waive or amend the staff thereof or the NASDAQ Global Select Market Minimum Condition; (the “NASDAQ”iv) applicable impose any condition to the OfferOffer not set forth in Annex I; or (iiv) ifotherwise amend, at the then-scheduled Expiration Time, modify or supplement any Offer Condition or any term of the Offer Conditions has not either been set forth in this Agreement or in the Offer Documents in a manner adverse to the Company’s shareholders. (Ad) satisfied Purchaser may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of Shares in the Offer (a “Subsequent Offering Period”). (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (Btogether with all amendments and supplements thereto, the “Schedule TO”) waived with respect to the Offer, which shall contain or incorporate by Buyer 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 the Company’s shareholders as and to the extent such waiver is not prohibited under this Agreement required by the Exchange Act. The Company and applicable Law), then Buyer its counsel shall extend be given a reasonable opportunity to review and comment on the Offer on one Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company or more occasions in consecutive periods of up its counsel. Parent and Purchaser agree to ten provide the Company with (10i) 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) (any comments or such other duration as communications, whether written or oral, that may be agreed received from the SEC or its staff with respect to by Buyer the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to 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 information shall have become false or misleading in any material respect, and each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and 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 order to permit the satisfaction of such Offer Condition(s)Documents; provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following event an Adverse Change Recommendation is made by the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (as the End Date may be extended Company pursuant to Section 8.01(b)(i)) and (y) if 5.4 following the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend time the Offer on more than two (2) occasions in consecutive periods of up Documents are disseminated 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 agreed to by Buyer and 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 nothing (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 II of Annex I hereto shall have occurred that would give rise 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 a right to terminate this Agreement pursuant to Article 8, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxExchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement hereof, but in no event later than the fifteenth five (15th5) Business Day following Days thereafter (or such other later date as the date parties may mutually agree in writing). In the Offer, each Share accepted by the Purchaser in accordance with the terms of this Agreementthe Offer shall be exchanged for the right to receive from the Purchaser the Offer Price, without interest. The obligations obligation of Buyer Purchaser to, and of Parent to cause Purchaser to, accept for payment, payment and pay for, for any Shares tendered pursuant to 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 extent permitted under terms and conditions of this Agreement) of . The conditions to the conditions 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 Conditions”)Price, or to make any other changes in the terms and conditions of the Offer. The date on which Buyer commences Company agrees that no Shares held by the Offer is referred Company or any of its Subsidiaries will be tendered pursuant to as the “Offer Commencement Date”Offer. (b) Without the prior written consent of the Company, neither Parent nor Purchaser shall (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of 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 conditions to the Offer in addition to the conditions to the Offer set forth in Annex I or (v) amend the conditions to the Offer set forth in Annex I in any manner that is adverse to the holders of the Shares. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) having such terms and conditions as set forth in Annex I hereto. As soon as practicable on the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall file or cause to be filed with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO (together with all amendments, exhibits and supplements thereto, the “Schedule TO”) with respect to the Offer that will comply in all material respects with the provisions of all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement, to the extent required (which documents, together with any supplements, exhibits or amendments thereto, and any other schedules, forms and ancillary Offer documents and instruments filed in connection with the Offer and related transactions are referred to collectively herein as the “Offer Documents”). Parent and Purchaser shall disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Purchaser for inclusion in the Schedule TO and the Offer Documents. Parent and Purchaser hereby further agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by or on behalf of the Company specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Purchaser and the Company shall promptly correct any information provided by or on behalf of it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Purchaser shall take all steps necessary to cause the Schedule TO and the Offer Documents, as amended, to reflect such corrected information, to be filed with the SEC and the other Offer Documents, as amended to reflect such corrected information, to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable securities laws, provided that, to the extent any information provided by or on behalf of the Company shall have become false or misleading in any material respect, the Company shall bear all costs, fees and expenses related to the correction and filing of the revised Schedule TO and Offer Documents with the SEC. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC, and Parent and Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In accordance addition, Parent and Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents as promptly as practicable after receipt of such 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 Parent and Purchaser 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 subject to the satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law) of Offer, the Offer Conditions, Buyer shall, 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 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 the depositary for the Offer) for all Shares validly tendered and not properly withdrawn pursuant to Purchase shall provide that the 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 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: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of Shares. (d) The Offer shall initially will expire at 9:00 a.m. (midnight, New York City time), or at such other time as the Parties may mutually agree, on the date that is the later of twenty (i) twenty-one (2120) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) 14d-1 promulgated under the 0000 XxxExchange Act) following after the commencement 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) such date that is six (6) Business Days after extend the expiration date of the EGM Offer (as it may be extended) for up to two periods, each for up to five (5) Business Days, if on such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if conditions for the Offer has described in Annex I hereto, other than the Minimum Tender Condition, shall have been extended pursuant to and 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 Section 2.01(e)Rule 14d-11 promulgated under the Exchange Act (each such period, 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 a “Expiration TimeSubsequent Offering Period”). (e) Subject to Article 8the terms and conditions set forth in this Agreement and the Offer, Buyer may or shall, as applicable, extend Purchaser shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer from time to time as follows: (i) for promptly after the minimum period as required by any rule, regulation, interpretation or position applicable expiration date of the SECOffer (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 staff thereof funds necessary to pay for any Shares of Common Stock that Purchaser accepts or the NASDAQ Global Select Market (the “NASDAQ”) applicable is obligated to accept for payment pursuant to the Offer; or (ii) if, at the then-scheduled Expiration Time, any and shall cause Purchaser to perform on a timely basis all of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited Purchaser’s obligations under this Agreement and applicable Law), then Buyer shall 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)Agreement.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred that would give rise occurred, as promptly as reasonably practicable (but in no event later than March 26, 2008) after the date of this Agreement, Parent shall cause Purchaser to a right to terminate this Agreement pursuant to Article 8, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under of the 0000 XxxExchange Act) an offer to purchase all outstanding shares of Seller Common Stock at 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 paymentPrice, and pay forshall use its reasonable best efforts to consummate the Offer, any Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver (terms and conditions hereof and thereof. Subject 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 the 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 Tender Offer Conditions, Buyer Purchaser shall, at or as and Parent shall cause Purchaser to, promptly as practicable following after the Expiration Time (but in any event within two (2) Business Days thereafter)expiration of the Offer, accept for payment and pay for (after giving effect to any required withholding Tax), all shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn (the time and date of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (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 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,Date”); 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. (cb) Buyer expressly Purchaser reserves the right at any time to, in its sole discretion, to waive, in whole or in part, any of the Tender Offer Conditions and to make any change in Condition or modify the terms of or conditions to the Offer; provided thatprovided, however, that without the prior written consent of the CompanySeller, Buyer Purchaser shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) not decrease the Offer Consideration; (iii) Price or change the form of consideration to be paid payable in the Offer; , waive or amend the Minimum Condition (iv) as defined in Annex I hereto), decrease the number of Shares shares of Seller Common Stock 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 Offer Conditions or otherwise amend, modify or supplement any of conditions to the Offer Conditions or terms amend any other term of the Offer in a any manner adverse to the holders of Shares. (d) Seller Stockholders. The Offer shall initially expire at 9:00 a.m. (New York City remain open until 12:00 midnight, Boston, Massachusetts time), or at such other time as the Parties may mutually agree, on the date that is the later of twenty (i) twenty-one (2120) Business Days after the commencement (calculated in accordance with determined pursuant to Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following the commencement of the Offer (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the succeeding sentence or as may be required by applicable Laws or interpretations of the Securities and Exchange Commission (ii“SEC”) such 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 Purchaser may provide a subsequent offering period (and one or more extensions thereof) after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act. If at any Expiration Date, any of the Tender Offer Conditions is six not satisfied or waived by Purchaser, Purchaser may extend the Offer from time to time; provided, however, that if all of the Tender Offer Conditions other than the Minimum Condition are satisfied or waived as of the scheduled expiration of the initial twenty (620) Business Days after the date Day offering period, then Purchaser shall extend such Expiration Date on one or more occasions for a total of the EGM an additional thirty (such initial expiration date and time 30) calendar days; provided further that on any scheduled Expiration Date of the Offer, the “Initial Expiration Time”(i) or, if the Offer has been extended pursuant waiting period under the HSR Act or under any material applicable foreign statutes or regulations applicable to and in accordance with Section 2.01(e), the date and time to which the Offer has or the Merger shall have not expired or been so extended (the Initial Expiration Timeterminated, 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, Purchaser shall extend the Offer from time to time as follows: (i) for until the minimum period as required by expiration or termination under the HSR Act or any rule, regulation, interpretation other material applicable foreign statutes or position of the SEC, the staff thereof regulations; or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or (ii) if, at the then-scheduled Expiration Time, if any of the Tender 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 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (Ba) of clause (iii) of Annex I is not reasonably likely to hereto shall have occurred and be satisfied within such ten (10) Business Day extension periodcontinuing, then Buyer Purchaser shall be permitted to extend the Offer on such occasion for up from time to twenty time until the earlier of (20A) Business Days; provided further, however, that five (x) Buyer shall not be required to extend the Offer to a date later than the End Date (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 extend the Offer on more than two (2) occasions in consecutive periods of up to ten (105) Business Days each after the time such condition or conditions shall no longer exist or (with each B) such period time at which any of the matters described in such paragraph (a) of clause (iii) of Annex I hereto shall have become final and non-appealable. Nothing contained in this paragraph shall affect any termination rights of the parties in Article IX. Subject to end at 5:00 p.m. (New York City time) on the last Business Day terms of such period) (or such other duration as may be agreed to by Buyer the Offer and this Agreement and the Company)satisfaction of all the Tender Offer Conditions as of any Expiration Date, Purchaser will accept for payment and pay for all shares of Seller Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date of the Offer.

The Offer. (a) Provided that nothing (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 that would give rise to a right to terminate this Agreement pursuant to Article 8or be continuing, Buyer as promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, the Purchaser shall commence (and Parent shall cause the Purchaser to) commence, within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) the Offer as promptly as reasonably practicable after the date Securities Exchange Act 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 1934 (the “Offer ConditionsExchange Act”). The date on which Buyer commences , the Offer is referred to as purchase all the “outstanding Shares at the Offer Commencement Date”. Price, subject to: (bi) In accordance 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 terms and conditions number of this Agreement and subject Shares (if any) then beneficially owned by Parent or the Purchaser or with respect to which Parent or the satisfaction Purchaser otherwise has, directly or waiver (to the extent such waiver is not prohibited by applicable Law) indirectly, sole voting power, represents at least a majority of the Offer Conditions, Buyer shall, at or Shares then outstanding (determined on a fully diluted basis 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 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 any event within three settlement or satisfaction of such guarantee)) and entitled to vote in the election of directors or (3if a greater majority) Business Days on the adoption of this Agreement (calculated as 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 Rule 14d-1(g)(3Annex I. (b) promulgated under the 0000 Xxx) thereafter), pay (by delivery of funds Subject to the depositary 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 the Offer) payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of promptly after the Acceptance Time (Purchaser is legally permitted to do so under applicable Law in accordance with 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”Exchange Act. The Offer Consideration Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the preceding sentence Offer shall be paid, 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 any withholding of this AgreementTaxes required by applicable Law in accordance with Section 3.2(f). (c) Buyer 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 reserves reserve the right at any time toto waive (where permitted by applicable Law), in its their sole discretion, waive, in whole or in part, any of the conditions set forth on Annex I, to increase the Offer Conditions and Price or to make any change other changes in the terms and conditions of or conditions to the Offer; provided thatprovided, without however, that unless otherwise contemplated by this Agreement or as previously approved by the prior written consent of Company in writing, the Company, Buyer Purchaser 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 Consideration; Price, (iiiii) change the form of consideration to be paid payable in the Offer; , (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) decrease amend or waive the number of Shares sought in the Offer; Minimum Condition, (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement amend any of the Offer Conditions or terms of other conditions and requirements to the Offer set forth in Annex I in a manner adverse to the holders of SharesShares or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at 9:00 a.m. 5:00 p.m. (New York City time), or at such other time as the Parties may mutually agree, ) on the date that is the later of (i) twenty-one (21) Business Days (calculated in 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 TimeDate”) or, if the Offer Initial Expiration Date has been extended pursuant to and in accordance with Section 2.01(e)this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration date and time to which the Offer Initial Expiration Date has been so extendedextended in accordance with this Agreement, the “Expiration TimeDate”). (e) Subject If on or prior to Article 8any then scheduled Expiration Date, Buyer may or shall, as applicable, extend all of the conditions to the Offer from time to time as follows: (iincluding the Minimum Condition and the other conditions and requirements set forth in Annex I) for have not been satisfied or, where permitted by applicable Law, waived in writing by Parent or the minimum period as required by any rule, regulation, interpretation or position of the SECPurchaser, the staff thereof or Purchaser shall (and Parent shall cause the NASDAQ Global Select Market (the “NASDAQ”Purchaser to) 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 extend the Offer on one or more occasions in consecutive occasions, for successive periods of up to ten twenty (1020) 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 agreed to by Buyer and the Company) each, in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereofconditions. In addition, the Offer Condition set forth in paragraph Purchaser shall (Band Parent shall cause the Purchaser to) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission (20the “SEC”) Business Days; provided furtheror its staff. Notwithstanding the foregoing, however, that (x) Buyer the Purchaser shall not be required to extend the Offer for any reason beyond September 17, 2011 (the “Outside Date”). (f) Notwithstanding the foregoing, if necessary to obtain sufficient Shares to reach the Short Form Threshold, the Purchaser shall (and Parent shall cause the Purchaser to), provide for a date later “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of not more than twenty (20) Business Days in the End Date (as aggregate; provided, however, that if the End Date may be extended Purchaser exercises the Top Up Option pursuant to Section 8.01(b)(i)) and (y) if the sole then-unsatisfied Offer Condition is the Minimum Condition2.4, Buyer it shall not be required to extend provide for a “subsequent offering period.” Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during any such “subsequent offering period”. The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 2.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VIII. If this Agreement is terminated pursuant to Article VIII, the Purchaser shall (and Parent shall cause the Purchaser to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by 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 more than two behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (2h) 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) As promptly as practicable on the last Business Day date of such period) 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 (or such together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement and other duration ancillary Offer documents and instruments, if any, in respect of the Offer (collectively, together with any amendments and supplements thereto and the Schedule TO, the “Offer Documents”). Parent and the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares, as may be agreed and to the extent required by Buyer the Exchange Act. Parent and the Purchaser, on the one hand, and the Company), on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company with (i) a copy of any written comments or telephonic notice of any oral comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to provide comments on that response (to which due consideration shall be given) and to participate in such response, including by participating in any discussions 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 nothing the Company shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8complied with its obligations under Section 1.2(b) and Section 1.2(c), Buyer as promptly as practicable after the date hereof (and in any event no later than October 9, 2009), the Purchaser shall commence (and Parent shall cause the Purchaser to) commence, within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer as promptly as reasonably practicable after to purchase for cash all the date outstanding Shares at the Offer Price, 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 the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote in the election of directors or (if a greater majority) upon the adoption of this Agreement but in no event later than and approval of the fifteenth Merger (15thcollectively, the “Minimum Condition”) Business Day following and (ii) the date of this Agreement. The obligations of Buyer to accept for paymentsatisfaction, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver (to by Parent or the extent permitted under this Agreement) Purchaser, of the other conditions and requirements set forth in Annex I (the “Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”.I. (b) In accordance with the terms and conditions of this Agreement and subject Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver (to by Parent or the extent such waiver is not prohibited by applicable Law) Purchaser, of the Offer Conditionsother conditions and requirements set forth in Annex I, Buyer shall, at or as promptly as practicable following the Expiration Time Purchaser shall (but in any event within two (2and Parent shall cause the Purchaser to) 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), and 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 promptly as practicable after 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 Purchaser is legally permitted 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”do so under applicable Law. The Offer Consideration Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the preceding sentence Offer shall be paid, 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 less any withholding of this AgreementTaxes required by applicable Law in accordance with Section 2.2(e). (c) Buyer 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 reserves reserve the right at any time to, in its sole discretion, waive, in whole or in part, to waive any of the conditions and requirements set forth in Annex I, to increase the Offer Conditions and Price or to make any change other changes in the terms and conditions of or conditions to the Offer; provided thatprovided, without however, that unless otherwise contemplated by this Agreement or as previously approved by the prior written consent of Company in writing, the Company, Buyer Purchaser 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 Consideration; Price, (iiiii) change the form of consideration to be paid payable in the Offer; , (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) decrease amend or waive the number of Shares sought in the Offer; Minimum Condition, (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement amend any of the Offer Conditions or terms of other conditions and requirements to the Offer set forth in Annex I in a manner adverse to the holders of SharesShares or the Company or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at 9:00 a.m. midnight (New York City time), or at such other time as the Parties may mutually agree, ) on the date that is the later of twenty (i) twenty-one (2120) Business Days (calculated in 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 TimeDate”) or, if the Offer Initial Expiration Date has been extended pursuant to and in accordance with Section 2.01(e)this Agreement, the time and date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration time and date and time to which the Offer Initial Expiration Date has been so extendedextended in accordance with this Agreement, the “Expiration TimeDate”). (e) Subject If, on or prior to Article 8the Initial Expiration Date, Buyer may the Minimum Condition, the HSR Condition or shallthe Governmental Approval Condition has not been satisfied or waived by Parent or the Purchaser, as applicablethe Purchaser shall (and Parent shall cause the Purchaser to), to the extent requested in writing by the Company no less than two (2) Business Days prior to the scheduled Expiration Date, 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 extend the Offer on one or more occasions in consecutive periods of up to ten two (102) periods each of twenty (20) 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 agreed to by Buyer and the Company) less, in order to permit the satisfaction of such Offer Condition(s)conditions; provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is Purchaser shall not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted 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 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 occasion 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” (and one or more extensions thereof) of up to twenty (20) Business Days; provided further, howeverin accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and promptly pay for, all Shares that are validly tendered pursuant to the Offer 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 terms of this Section 1.1(f). (xg) Buyer The Purchaser shall not be required terminate the Offer prior to extend any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is validly terminated pursuant to Article 7. If this Agreement is validly terminated pursuant to Article 7, the Purchaser shall (and Parent shall cause the Purchaser to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is 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 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, 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 that will comply with the applicable provisions of the federal securities Laws (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a date later than form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments and supplements thereto, the End Date (as “Offer Documents”). Parent and the End Date may be extended pursuant Purchaser agree 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 extend cause the Offer on more than two (2) occasions Documents to be filed with the SEC and disseminated to holders of Shares, in consecutive periods of up each case, as and to ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City time) the extent required by the Exchange Act. Parent and the Purchaser, on the last Business Day of such period) (or such other duration as may be agreed to by Buyer one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Schedule TO and the Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and the Purchaser agree to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto by Parent, the Purchaser, or their counsel. The Company and its counsel shall be given an opportunity to review any such written or oral responses and Parent and the 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 nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant shall not have been terminated in accordance with Section 8.1, and subject to Article 8compliance in all material respects by the Company with its covenants in this Section 1.1 and Section 1.2, Buyer as promptly as practicable, and in any event within ten (10) business days after the date hereof, Purchaser shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer as promptly as reasonably practicable after to purchase for cash all Shares at the date Offer Price, subject to (i) there being validly tendered in the Offer (in the aggregate) and not withdrawn prior to the expiration of this Agreement but the Offer that number of Shares which, together with the Shares then beneficially owned by Parent or its Subsidiaries, 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 entitled to vote in no event later than the fifteenth (15th) Business Day following election of directors or upon the date approval of this Agreement. The obligations , in each case on a fully diluted basis (collectively, the “Minimum Condition”) and (ii) the satisfaction or waiver of Buyer the other conditions and requirements set forth in Annex 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, payment and pay for, any for all 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 the 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 soon 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated after Purchaser is legally permitted to do so under the 0000 Xxx) 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,”)applicable law; provided, however, that if, but the initial expiration date of the Offer shall be the date that is twenty (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 provisoAgreement, the Closing would have occurred on a Specified Quarter End DateMinimum Condition and the other conditions and requirements set forth in Annex I. Neither Parent nor Purchaser may waive the Minimum Condition, thendecrease the Offer Price, if elected by Buyerchange the form of consideration payable in the Offer, reduce 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 maximum number of Shares to be specified by purchased in 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 or impose conditions to the Offer Consideration pursuant in addition to Section 2.09, to the seller those set forth 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 Conditions and to make any change in the terms of or conditions to the Offer; provided that, Annex I without the prior written consent of the Company. Notwithstanding the foregoing, Buyer shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) if, as of Annex I); (ii) decrease any scheduled expiration date of the Offer, all conditions to the Offer Consideration; shall not have been satisfied or waived, Purchaser may, from time to time, in its sole discretion, extend the expiration date of the Offer for such period (iiinot to exceed ten (10) change business days on any single occasion) as Purchaser may determine, to a date that is no later than March 31, 2006, or such later date which is no later than the form third (3rd) business day following the latest of consideration (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 twentieth (20th) business day following receipt by Parent or Purchaser of a notice pursuant to Section 8.1(b)(ii)(B); provided, that the failure of the Offer to be paid consummated, at the time of such 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; (iv) decrease , prior to the expiration of such subsequent offering period, and not withdrawn a number of Shares sought in 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 (vc), (d) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vie) impose additional Offer Conditions or otherwise amendof Annex I has occurred and is continuing, modify or supplement any then, at the request of the Offer Conditions or terms Company (received prior to the then scheduled expiration date of the Offer in a manner adverse to Offer), Purchaser shall extend the holders of Shares. (d) The Offer shall initially expire at 9:00 a.m. (Offer, until 5:00 p.m. New York City time), or at such other time as the Parties may mutually agree, 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 be entitled to require Parent to extend the Offer pursuant to this clause (C) on more than one occasion. (i) twenty-one If (21A) Business Days the Company has not delivered a Notice of Acquisition Proposal, (calculated in accordance with Rule 14d-1(g)(3B) under the 0000 Xxx) following failure to achieve the commencement Minimum Condition is not a result of the Offer Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (iiC) such date that is six the conditions and requirements of Annex I (6other than the Minimum Condition) Business Days after the date have been satisfied or, if not then satisfied, are reasonably capable of the EGM (such initial being satisfied before March 31, 2006, then, if at any scheduled expiration date and time of the Offer, the “Initial Expiration Time”) orMinimum Condition shall not have been satisfied, if at the request of the Company (received from time to time prior to the then scheduled expiration date of the Offer has been extended and confirmed in writing), Purchaser shall extend the Offer to a date requested by the Company (but no later than five (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 and in accordance with this 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”1.1(b)(i). (eii) Subject If (A) the Company delivers a Notice of Acquisition Proposal to Article 8, Buyer 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, as applicableupon the request of the Company, extend the expiration date of the Offer from time to time such date as follows: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. (iiii) for the minimum period as required by Parent and Purchaser further agree that (A) if at any rule, regulation, interpretation one or position more scheduled expiration dates of the SECOffer, any of the staff thereof Regulatory Conditions have not been satisfied (or such conditions have been satisfied and the NASDAQ Global Select Market date of such satisfaction is after the third (3rd) business day preceding the date of expiration of the Offer (an “NASDAQAbbreviated Expiration”) applicable )), but at such scheduled expiration date all of the other conditions to the Offer; or Offer set forth in Annex I (iiother than the Minimum Condition) ifshall 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 Timeexpiration 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 Offer 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 been (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) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension periodthis sentence, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer 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 a date later than an Abbreviated Expiration, three (3) business days following the End Date Abbreviated Expiration. (as iv) Without limiting the End Date may be extended pursuant to Section 8.01(b)(i)) right of Parent and (y) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required 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 the Company or a failure of the condition set forth in clause (d) of Annex I, then, so long as the failure of the Antitrust Conditions to be satisfied shall not be a result of a breach by Parent or Purchaser of its obligations under this Agreement, Parent and Purchaser may, on one or more occasions, extend the 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 two (2) occasions in consecutive periods of up to ten (10) Business Days 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). (v) Purchaser may (A) increase the Offer Price and extend the Offer 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 of the Offer to the extent otherwise required by applicable law, in each case in their reasonable discretion and without the Company’s consent. Purchaser shall not terminate the Offer prior to any scheduled expiration date (with each such period as the same may be extended or required to end at 5:00 p.m. be extended) without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1. (New York City timec) As soon as practicable on the last Business Day date the Offer is commenced, Parent and Purchaser shall file with the Securities and Exchange Commission (the “SEC”), pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). 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 such period) letter of transmittal and summary advertisement (or such other duration collectively, together with any amendments and 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 each case as may be agreed and to the extent required by Buyer applicable federal securities laws. Parent and Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents 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 Parent and Purchaser 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 nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant shall not have been terminated in accordance with Section 9.1 and subject to Article 8the provisions of this Agreement, Buyer shall 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 five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligations obligation of Buyer Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I Exhibit A (the “"Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. ") (b) In accordance with the 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 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 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 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,”); 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 may be prohibited waived in whole or in part 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, Sub 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 Sub shall not: (i) not waive or change 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, (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 permitted under paragraph not prohibited by this Agreement), (Aiv) of Annex I); except as provided in the next sentence, extend the Offer, (ii) decrease the Offer Consideration; (iiiv) change the form of consideration to be paid payable in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend Offer or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions make any other change or otherwise amend, modify or supplement modification in any of the Offer Conditions or terms of the Offer in a any manner that is adverse to the holders of Shares. (d) The Offer shall initially expire at 9:00 a.m. (New York City time). Notwithstanding the foregoing, or at such other time as Sub may, without the Parties may mutually agreeconsent of the Company, on the date that is the later of (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under extend the 0000 Xxx) following Offer, if at the commencement scheduled or extended expiration date of the Offer and any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (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 any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or Offer and (iiiii) 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 extend the Offer on one or more occasions in consecutive periods occasions, extend the Offer for a period of up to ten an aggregate of 15 business days if, on a scheduled expiration date on which the Offer Conditions shall have been satisfied or waived, the number of shares of Company Class A Common Stock (10together with any shares of Company Class A Common Stock held by Parent or any of its Subsidiaries) Business Days each (with each such period to end at 5:00 p.m. (New York City time) on that have been validly tendered and not withdrawn represent more than 70% of the last Business Day then issued and outstanding shares of such period) (or such other duration as may be agreed to by Buyer Company Class A Common Stock, but less than 90% of the then issued and outstanding shares of Company Class A Common Stock, and the Companynumber of shares of Company Class B Common Stock (together with any shares of Company Class B Common Stock held by Parent or any of its Subsidiaries) in order to permit that have been validly tendered and not withdrawn represent more than 70% of the satisfaction then issued and outstanding shares of such Offer Condition(s); providedCompany Class B Common Stock, however, but less than 90% of the then issued and outstanding shares of Company Class B Common Stock. Parent and Sub agree that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, Sub will not terminate the Offer Condition set forth between scheduled expiration dates (except in paragraph (B) of Annex I the event that this Agreement is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (as the End Date may be extended terminated pursuant to Section 8.01(b)(i)9.1) and (y) if that, in the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not event that Sub would otherwise be required entitled to extend terminate the Offer on at any scheduled expiration date thereof due to the failure of one or more than two (2) occasions in consecutive periods of up the Offer Conditions, unless this Agreement shall have been terminated pursuant 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 agreed to by Buyer and the Company).Section 9.1, Sub shall, and

The Offer. (a) Provided that nothing shall have occurred that would give rise result in a failure to a right to terminate this Agreement pursuant to Article 8, Buyer shall 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, satisfy 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 the 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 Conditionshereto, Buyer shall, at or as promptly as practicable after the date hereof, but in no event later than five business days following the Expiration Time (but in any event within two (2) Business Days thereafter)public announcement of the terms of this Agreement, accept for payment Merger Subsidiary shall commence an offer (the time of acceptance for payment, the “Acceptance Time”"Offer") and, at or as promptly as practicable following the Acceptance Time (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 the depositary for the Offer) for purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing,”); provided, however, that if, but for this proviso, the Closing would have occurred on outstanding Shares at 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 price 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$21.00 per Share, 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 . The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, immediately 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 its Subsidiaries, represents at least a majority of the Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions of this Agreement. (c) Buyer set forth in Annex I hereto. Merger Subsidiary expressly reserves the right at any time to, in its sole discretion, waive, in whole to waive the Minimum Condition or in part, any of the other conditions to the Offer Conditions and to make any change in the terms of or conditions to of the Offer; provided that, without the prior written consent of the Company, Buyer shall not: (i) waive or that no change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (iii) change may be made that changes the form of consideration to be paid in paid, decreases the Offer; (iv) decrease price per Share or the number of Shares sought in the Offer; (v) extend Offer or otherwise change imposes conditions to the Expiration Time, except as otherwise provided Offer which are broader than or in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any addition to those set forth in Annex I. The initial scheduled expiration date of the Offer Conditions or terms is January 6, 2000. Notwithstanding the foregoing, without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer in a manner adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under from time to time if, at 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 scheduled or extended expiration date and time of the Offer, any of the “Initial Expiration Time”) orconditions to the Offer 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 the Offer has been extended pursuant such condition or conditions could reasonably be expected to and in accordance with Section 2.01(e)be satisfied, the date and time to which the Offer has been so extended for one additional period of 20 business days, (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: (iii) for the minimum any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or Offer or any period required by applicable law and (iiiii) 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 extend the Offer on one or more occasions in consecutive periods (all such occasions aggregating not more than 10 business days) beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of up this sentence, if, on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to ten the Offer, together with the Shares then owned by Parent, represents less than 90% of the outstanding Shares on a fully-diluted basis. Subject to the foregoing and to the terms and 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 properly tendered and not withdrawn pursuant to the Offer. (10b) Business Days each (with each such period to end at 5:00 p.m. (New York City time) As soon as practicable on the last Business Day date of commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which will contain the offer 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 each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents (and any amendments thereto) prior to their being filed with the SEC or disseminated to the holders of Shares. Parent and Merger Subsidiary shall provide the Company and its counsel with any comments or other communications that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such period) (comments 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)communications.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article shall not have been terminated in accordance with Section 8, Buyer and that all of the conditions set forth in clauses 2(a), (b), (c), (d), (g), (h) and (i) of Annex I shall commence then be satisfied (within in the meaning case of Rule 14d-2 promulgated under clause 2(d), with respect to covenants and obligations that the 0000 XxxCompany is required to comply with or to perform prior to such time) the Offer or waived by Parent or Purchaser, as promptly as reasonably practicable after the date of this Agreement but in no event later more than the fifteenth ten (15th10) Business Day following business days after the date of this Agreement. The obligations , Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Buyer to accept for payment, and pay for, any Shares tendered pursuant Rule 14d-2 under the Exchange Act) the Offer. (b) Subject to the Offer shall be subject to terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under this Agreement) by Purchaser of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The date on which Buyer commences , after the Expiration Date, as herein defined, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer is referred to as the “Offer Commencement Date”. (b) In in accordance with the terms its 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 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 and promptly as practicable following the Acceptance Time (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), 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. (c) The Offer as shall be made by means of the Acceptance Time an offer to purchase (the “Closing,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 if, but for this proviso, the Closing would have occurred on a Specified Quarter End Date, then, if elected unless otherwise provided 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 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 Purchaser shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph not (A) of Annex I); (ii) decrease the Offer Consideration; Price, (iiiB) change the form of consideration to be paid payable in the Offer; , (ivC) decrease the maximum number of Shares sought to be purchased in the Offer; , (vD) impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any 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 Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of the Offer Conditions or terms of the Offer Date in a manner adverse other than as required or permitted by this Agreement. The Offer may not be terminated prior to the holders of SharesExpiration Date, unless this Agreement is terminated in accordance with Section 8. (d) The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially expire at 9:00 a.m. midnight (New York City time), or at such other time as the Parties may mutually agree, ) on the date that is the later of twenty (i20) twenty-one business days (21) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) 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 TimeDate”) or, if in the Offer event the Initial Expiration Date has been extended pursuant to and in accordance with Section 2.01(e)this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration date and time to which the Offer Initial Expiration Date has been so extendedextended pursuant to and in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Subject to Article 8, Buyer may or shall, as applicable, extend the The Offer shall be extended from time to time as follows: (i1) 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 as required by any rule, regulationapplicable Legal Requirements, interpretation or position of the SECSEC 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 staff thereof date hereof and at or the NASDAQ Global Select Market (the “NASDAQ”) applicable prior to the Offer; or (ii) if, at the then-scheduled Expiration Offer Acceptance Time, any of and such adjustment to the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (Price shall provide to the extent such waiver is not prohibited under holders of Company Common Stock the same economic effect as contemplated by this Agreement and applicable Law), then Buyer prior to such action; provided that nothing in this Section 1.1(f) shall 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. (New York City 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 construed to permit the satisfaction Company to take any action with respect to its securities that is prohibited by the terms of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty this Agreement. (180g) days following the date hereof, Purchaser may (and the Offer Condition set forth Documents may reserve the right of Purchaser to) provide for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in paragraph compliance with Rule 14d-11 under the Exchange Act of not less than three (B3) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to nor more than twenty (20) Business Days; provided furtherbusiness 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, howeverParent shall cause Purchaser to, and Purchaser shall, accept and pay for all Shares validly tendered during any such subsequent offering period in compliance with Rule 14e-1(c) under the Exchange Act. (h) In the event that this Agreement is terminated pursuant to the terms hereof, Purchaser shall (xand Parent shall cause Purchaser to) Buyer promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, shall not be required acquire any Shares pursuant to extend the Offer and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof. (i) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to a date later than Purchase and form of the End Date (as the End Date may be extended pursuant to Section 8.01(b)(i)) related letter of transmittal and (yii) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend cause the Offer on more than two 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 (2which together constitute the “Offer Documents”) occasions filed by either Parent or Purchaser with the SEC to comply in consecutive periods all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of up Parent, Purchaser and the Company agrees to ten (10) Business Days promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of Shares, in each (with each such period case as and to end at 5:00 p.m. (New York City time) on the last Business Day of such period) (extent required by applicable Legal Requirements. The Company shall promptly furnish or such other duration as may be agreed otherwise make available to by Buyer Parent and Purchaser or Parent’s legal counsel all information concerning the Acquired Corporations and the Company)’s stockholders that may be required in connection with any action contemplated by this Section 1.1(i) including communicating the Offer to the record and beneficial holders of the Shares. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (j) Without limiting the generality of Section 9.12, Parent shall cause to be provided to Purchaser all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement. Parent and Purchaser shall, and each of Parent and Purchaser shall ensure that all of their respective controlled Affiliates shall, tender any Shares held by them into the Offer.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 7.1, and none of the events or conditions in clause (c) of Annex I shall have occurred that would give rise to a right to terminate and be continuing, as promptly as practicable 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 pursuant to Article 8Agreement), Buyer the Purchaser shall, and Parent shall commence (cause the Purchaser to, commence, within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) the Offer Securities Exchange Act of 1934, 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 paymentamended, 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 rules and regulations promulgated thereunder (the “Offer ConditionsExchange Act”). The date on which Buyer commences , the Offer is referred to as the “Offer Commencement Date”Offer. (b) In accordance 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 terms and conditions 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 subject to approval of the Merger, on the date Shares are accepted for payment (collectively, the “Minimum Condition”); and (ii) the satisfaction or waiver (to by Parent or the extent such waiver is not prohibited by applicable Law) Purchaser of the Offer Conditionsother conditions and requirements set forth in Annex I, Buyer the Purchaser shall, at or as promptly as practicable following and Parent shall cause the Expiration Time (but in any event within two (2) Business Days thereafter)Purchaser to, 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 three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the 0000 Xxx) thereafter), and 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 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 Time”). Parent shall provide or cause to be provided to Purchaser on a timely basis funds sufficient to purchase and pay for any 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). (c) The Offer shall be made by means of an offer to purchase (the “Closing,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 if, but for this provisounless previously approved by the Company in writing, the Closing would have occurred on a Specified Quarter End Date, then, if elected by Buyer, the Closing Purchaser 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 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: not (i) waive or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; Price payable in the Offer, (iiiii) change the form of consideration to be paid payable in the Offer; , (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) decrease amend or waive the number of Shares sought in the Offer; Minimum Condition, (v) extend amend or otherwise change modify the Expiration Timeother conditions set forth in Annex I in a manner adverse to the holders of Shares, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions extend the Expiration Date other than in accordance with this Agreement, or otherwise amend, modify or supplement (vii) amend any other term of the Offer Conditions or terms of the Offer in a manner which is adverse to the holders of Shares. (d) The Subject to the provisions of this Agreement, unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at 9:00 a.m. 12:00 midnight (New York City Eastern time), or at such other time as the Parties may mutually agree, ) on the date (the “Initial Expiration Date”) that is the later of twenty (i) twenty-one (2120) Business Days (calculated in 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)this Agreement, at the time and date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration time and date and time to which the Offer has been so extendedextended in accordance with this Agreement, the “Expiration TimeDate”). (e) Subject Purchaser may, without the consent of the Company, if on or prior to Article 8, Buyer may any then scheduled Expiration Date any of the conditions of the Offer are not satisfied or shall, as applicablewaived, extend the Offer from time to time as follows: (i) for the minimum such period as required by any rulethe Purchaser determines, regulation, interpretation or position provided that such extension shall be in increments of not more than ten (10) Business Days if all of the SECconditions set forth on Annex I other than the Minimum Condition have been satisfied or waived at such Expiration Date. In addition, the staff thereof if on or the NASDAQ Global Select Market (the “NASDAQ”) applicable prior to the Offer; or (ii) if, at the then-any then scheduled Expiration TimeDate, any of the conditions to the Offer Conditions has have not either been (A) satisfied or (B) waived by Buyer (or, to the extent such waiver is not prohibited under waivable by the Parent or the Purchaser pursuant to this Agreement Agreement, waived by Parent or the Purchaser, subject to Parent’s rights in Article 7, the Purchaser shall, and applicable Law)Parent shall cause the Purchaser to, then Buyer shall extend the Offer on one or more occasions in consecutive for successive periods of up to ten (10) Business Days each (with each, the length of each such period to end at 5:00 p.m. (New York City time) on be determined by the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company) Purchaser in its sole discretion, in order to permit the satisfaction of such Offer Condition(s)conditions; provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer Purchaser shall not be required to extend the Offer to a date later than beyond the End Date (as Termination Date; provided, further, that 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 Purchaser shall not be required to extend the Offer on more than two 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 (2i) occasions in consecutive the Acquisition Proposal giving rise to such notice has been withdrawn or the Company Board has rejected the Acquisition 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 have been publicly announced by the Company. In addition, the Purchaser shall extend the then scheduled Expiration Date for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of up to ten the Securities and Exchange Commission (10the “SEC”) Business Days each (with each such period to end at 5:00 p.m. (or its staff or the New York City timeStock Exchange (“NYSE”). (f) If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to Shares issuable upon the exercise of the Top-Up Option or Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall, and Parent shall cause the Purchaser to, immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period”. The Offer Documents shall provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall, and Parent shall cause the Purchaser to, promptly (and in any event within twenty four (24) 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 is terminated prior to the acquisition of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares that have not then been purchased in the Offer to the registered holders thereof. (h) As soon as practicable on the last Business Day date of such period) 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 (or such 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, the notice of guaranteed delivery, a form of summary advertisement and other duration 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 may be agreed and to the extent required by Buyer the Exchange Act. Parent and the Purchaser, on the one hand, and the Company), on the other hand, agree to promptly correct any information provided by such party for use in the Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and the 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 nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8shall not have been terminated, Buyer shall 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 hereof, but in no event later than the fifteenth (15th) Business Day five business days following the date public announcement of the terms of this Agreement, Parent shall cause Merger Subsidiary to commence, and Merger Subsidiary shall commence, an offer (as amended or supplemented in accordance with this Agreement, the "Offer") to purchase for cash any and all of the outstanding Shares at a price of $10.25 per Share (the "Offer Price"), subject to adjustment as set forth in Section 3.06 and Section 3.09, net to the seller in cash. The obligations of Buyer to accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I (the “Offer Conditions”)hereto. The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the 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 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 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 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,”); 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 Merger Subsidiary expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part, any to waive the condition to the Offer relating to the representations and warranties and covenants of the Offer Conditions and to make any Company, provided that no other change in the terms of or conditions to the Offer; provided that, Offer may be made without the prior written consent of the Company. Notwithstanding the foregoing, Buyer without the consent of the Company, Merger Subsidiary shall not: have the right to extend the Offer (i) waive from time to time if, at the scheduled or change the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in 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 extended expiration date and time of the Offer, any of the “Initial Expiration Time”) or, if conditions to the Offer has shall not have been extended pursuant to and in accordance with Section 2.01(e)satisfied or waived, the date and time to which the Offer has been so extended until such conditions are satisfied or waived or (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: (iii) for the minimum any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or Offer or any period required by applicable law, provided that, each such extension shall be for such period (iinot to exceed 20 business days without the consent of Parent) if, at as may be specified by the then-scheduled Expiration Time, any Company. If all of the conditions to the Offer Conditions has not either been (A) are satisfied or (B) waived by Buyer (on any scheduled expiration date of the Offer, the Company shall have the right to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall require Merger Subsidiary to extend the Offer on one or more occasions in consecutive periods for an aggregate period of up to ten not more than 20 business days beyond the latest expiration date that would otherwise be permitted under clause (10i) Business Days each or (with each ii) of the previous sentence, if, on 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 agreed to by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereofexpiration date, the number of Shares tendered (and not withdrawn) pursuant to the Offer, together with the Shares then owned by Parent, represents less than 90% of the then outstanding Shares on a fully-diluted basis (assuming the exercise of all outstanding options which are exercisable and in-the-money at the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension periodPrice), then Buyer and Merger Subsidiary shall be permitted have the right to extend the Offer on such one occasion for up a period of not more than 5 business days pursuant to twenty the provisions of this sentence, provided that, the Company may prevent such extension by Merger Subsidiary if the Company, in its reasonable judgment, determines that such an extension could threaten in any way the consummation of the Offer. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that, each such extension shall be for such period (20not to exceed 20 business days without the consent of Parent) Business Days; as may be specified by the Company and, provided furtherfurther that, however, that (x) Buyer Merger Subsidiary shall not be required to extend the Offer if this Agreement is terminable pursuant to a date later than Sections 11.01(b)(i) or 11.01(b)(ii) hereof (except that the End Date (as the End Date may time periods referenced in Sections 11.01(b)(i) or 11.01(b)(ii) shall be extended for the time period equal to the time period beyond ten business days during which either the Company or Parent shall fail to make an HSR Filing pursuant to Section 8.01(b)(i9.01(a)). 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 properly tendered and not withdrawn pursuant to the Offer that Merger Subsidiary is obligated to purchase. (b) As soon as practicable on the date of commencement of the Offer, Parent and Merger Subsidiary shall file with (A) the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which will contain the offer 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") and (yB) if the sole then-unsatisfied Offer Condition is Ohio Division of Securities and the Minimum 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 Company 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 documents as may be agreed to by Buyer required in accordance with Section 1707.041 of the General Corporation Law of Ohio (the "Ohio Law"). Parent and the Company)Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and approve the Offer Documents prior to their being filed with the SEC or disseminated to the holders of Shares. Parent and Merger Subsidiary shall provide the Company and its counsel with any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments or other communications.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with its terms and none of the conditions set forth in Annex A hereto shall have occurred that would give rise to a right to terminate this Agreement pursuant to Article 8or be continuing, Buyer Parent shall cause Merger Sub to, and Merger Sub shall, 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 hereof, but in no event later than the fifteenth five (15th5) Business Day following Days after the date of this Agreementhereof. The obligations obligation of Buyer Merger Sub to accept for payment, and pay for, any payment Shares tendered pursuant to the Offer shall be subject to (i) the satisfaction condition that at least the number of Shares that when added to Shares already owned by Parent and its direct and indirect wholly owned Subsidiaries, if any, shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any outstanding convertible securities or waiver upon the exercise of any outstanding options or warrants which are vested as of the date hereof or are capable of vesting during the ninety (90) day period following the consummation of the Offer and have an exercise price of $10.00 per Share or less) shall have been validly tendered and not withdrawn prior to the extent permitted under this Agreementexpiration of the Offer (the "Minimum Condition") and (ii) there shall not have occurred or be continuing any of the conditions set forth in Annex I (A hereto. Parent expressly reserves the “Offer Conditions”). The date on which Buyer commences right to waive any such condition, to increase the Offer is referred Per Share Amount, and to as the “Offer Commencement Date”. (b) In accordance with make any other changes in the 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 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 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 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,”); provided, however, that if, but for this proviso, the Closing would have occurred on a Specified Quarter End Date, then, if elected no change may be made 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 Conditions and to make any change in the terms of or conditions to the Offer; provided that, Parent without the prior written consent of the Company, Buyer shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph Company which (A) of Annex I); (ii) decrease decreases the Offer Consideration; (iii) change Per Share Amount or changes the form of consideration to be paid payable in the Offer; , (ivB) decrease waives the Minimum Condition, (C) reduces the maximum number of Shares sought to be purchased in the Offer; , (vD) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of imposes conditions to the Offer Conditions in addition to those set forth in Annex A hereto or terms (E) amends any term of the Offer in a any other manner materially adverse to the holders of the Shares. (d) The Offer shall initially expire at 9:00 a.m. (New York City time). Notwithstanding the foregoing, or at such other time as Merger Sub may, without the Parties may mutually agreeconsent of the Company, on the date that is the later of (i) twenty-one extend the Offer beyond the scheduled expiration date, which shall be twenty (2120) Business Days (calculated in 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 Offer, if, at the date of the EGM (such initial scheduled expiration date and time of the Offer, any of the “Initial Expiration Time”conditions to Merger Sub's obligation to accept for payment Shares shall not be satisfied or waived, (ii) 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 any period as required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the "SEC"), or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) thereof, 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 (Biii) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall extend the Offer on one or for an aggregate period of not more occasions in consecutive periods of up to than ten (10) Business Days each beyond the latest applicable date that would otherwise be permitted under clause (with each such period to end at 5:00 p.m. i) or (New York City timeii) on the last Business Day of this sentence, if, as of such perioddate, all of the conditions to Merger Sub's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer totals less than ninety percent (90%) (or such other duration of the issued and outstanding Shares on a fully diluted basis. The Per Share Amount shall, subject to any applicable withholding of Taxes, be net to the sellers of the Shares in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not withdrawn as may be agreed promptly as practicable following satisfaction of the Minimum Condition. Notwithstanding the immediately preceding sentence and subject to by Buyer the applicable rules of the SEC and the Company) terms and conditions of the Offer, Merger Sub expressly reserves the right to delay payment for Shares in order to permit comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the payment equal to the Per Share Amount in cash is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of such amount to a Person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Merger Sub that such Offer Condition(s); provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I Taxes either have been paid or are not applicable. If this Agreement is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (terminated by Parent or such other duration as may be agreed to by Buyer and the Company), Parent shall cause Merger Sub to, and Merger Sub shall, terminate promptly the Offer.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate (i) this Agreement shall not have been terminated in accordance with Article X, (ii) all of the conditions set forth in clauses 2(a), (b), (c), (d), (e), (f), (i), (j) and (k) of Annex I shall then be satisfied (in the case of clause 2(f), 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 Acquisition Sub and (iii) the Company has timely provided any information required to be provided by it pursuant to Article 8Section 2.01(h), Buyer as promptly as practicable after the date of this Agreement (and in any event within ten Business Days of the date of this Agreement), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxExchange Act) the Offer as promptly as reasonably practicable after Offer. (b) Subject to the date of this Agreement but in no event later than the fifteenth (15th) Business Day following the date terms and conditions of this Agreement. The obligations , including the prior satisfaction of Buyer to accept for payment, the Minimum Condition 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) by Parent and Acquisition Sub of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The date on which Buyer commences , as soon as practicable after the Expiration Date, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) consummate the Offer is referred to as the “Offer Commencement Date”. (b) In in accordance with the terms its 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 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 and promptly as practicable following the Acceptance Time (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), 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. (c) The Offer as shall be made by means of the Acceptance Time an offer to purchase (the “Closing,Offer to Purchase”)) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Parent and Acquisition Sub expressly reserve 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; provided, however, that if, but for this proviso, the Closing would have occurred on a Specified Quarter End Date, then, if elected unless otherwise provided 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 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 Parent and Acquisition Sub shall not: (i) waive or change the Minimum Condition (except to the extent permitted under paragraph not (A) of Annex I); (ii) decrease the Offer Consideration; Price, (iiiB) change the form of consideration to be paid payable in the Offer; , (ivC) decrease the maximum number of Shares sought to be purchased in the Offer; , (vD) impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects holders of Shares generally, (F) waive, amend or otherwise change the Minimum Condition, or (G) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of the Offer Conditions or terms of the Offer Date in a manner adverse other than as required or permitted by this Agreement. The Offer may not be terminated prior to the holders of Shares.Expiration Date, unless this Agreement is terminated in accordance with Article X. (d) The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially expire at 9:00 a.m. midnight (New York City time), or at such other time as the Parties may mutually agree, ) on the date that is the later of twenty (i) twenty-one (2120) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) 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 TimeDate”) or, if in the Offer event the Initial Expiration Date has been extended pursuant to and in accordance with Section 2.01(e)this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration date and time to which the Offer Initial Expiration Date has been so extendedextended pursuant to and in accordance with this Agreement, is referred to as the “Expiration TimeDate”). (e) Subject to Article 8, Buyer may or shall, as applicable, extend the The Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied, or waived by Parent and Acquisition Sub if permitted hereunder, then Acquisition Sub shall extend the Offer for one or more periods of not more than 20 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 Acquisition Sub 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 Article X of this Agreement); and (ii) Acquisition Sub shall extend, and Parent shall cause Acquisition Sub to extend, the Offer for the minimum period as required by any rule, regulationApplicable Law, interpretation or position of the SECSEC or its staff or NASDAQ or its staff. (f) Without limiting the other provisions of this Agreement, if at any time during the staff thereof or period between the NASDAQ Global Select Market date of this Agreement and the time when Acquisition Sub accepts, for the first time, for payment Shares validly tendered and not properly withdrawn pursuant to the Offer (the “NASDAQOffer Acceptance Time”), any change in the outstanding shares of capital stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Offer Price shall be equitably adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or stock dividend thereon. (g) In the event that this Agreement is terminated pursuant to the terms hereof, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, shall not acquire any Shares pursuant to the Offer and shall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with Applicable Law, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Acquisition Sub 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”) applicable 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 Acquisition Sub 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 Acquisition Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other Applicable Law. Each of Parent, Acquisition Sub and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of Shares, in each case as and to the extent required by Applicable Law. The Company shall promptly furnish or otherwise make available to Parent and Acquisition Sub or Parent’s legal counsel all information concerning the Acquired Companies and the Company’s stockholders that may be required in connection with any action contemplated by this Section 2.01(h) including communicating the Offer to the record and beneficial holders of the Shares. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC and Parent and Acquisition Sub agree to consider in good faith any such comments. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Acquisition 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 Acquisition Sub on a timely basis all of the funds necessary to purchase any Shares that Acquisition Sub becomes obligated to purchase pursuant 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 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. (New York City 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, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company).

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant shall not have been terminated in accordance with Section 9.1 and subject to Article 8the provisions of this Agreement, Buyer shall 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 five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligations obligation of Buyer Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I Exhibit A (the “"Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. ") (b) In accordance with the 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 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 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 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,”); 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 may be prohibited waived in whole or in part 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, Sub 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 Sub shall not: (i) not waive or change 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, (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 permitted under paragraph not prohibited by this Agreement), (Aiv) of Annex I); except as provided in the next sentence, extend the Offer, (ii) decrease the Offer Consideration; (iiiv) change the form of consideration to be paid payable in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend Offer or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions make any other change or otherwise amend, modify or supplement modification in any of the Offer Conditions or terms of the Offer in a any manner that is adverse to the holders of Shares. (d) The Offer shall initially expire at 9:00 a.m. (New York City time). Notwithstanding the foregoing, or at such other time as Sub may, without the Parties may mutually agreeconsent of the Company, on the date that is the later of (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under extend the 0000 Xxx) following Offer, if at the commencement scheduled or extended expiration date of the Offer and any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (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 any period as required by any rule, regulation, interpretation or position of the SEC, SEC or the staff thereof or the NASDAQ Global Select Market (the “NASDAQ”) applicable to the Offer; or Offer and (iiiii) 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 extend the Offer on one or more occasions in consecutive periods occasions, extend the Offer for a period of up to ten an aggregate of 15 business days if, on a scheduled expiration date on which the Offer Conditions shall have been satisfied or waived, the number of shares of Company Class A Common Stock (10together with any shares of Company Class A Common Stock held by Parent or any of its Subsidiaries) Business Days each that have been validly tendered and not withdrawn represent more than 70% of the 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 (together with each any shares of Company Class B Common Stock held by Parent or any of its Subsidiaries) that have been validly tendered and not withdrawn represent more than 70% of the then issued and outstanding shares of Company Class B Common Stock, but less than 90% of the then issued and outstanding shares of Company Class B Common Stock. Parent and Sub agree that Sub will not terminate the Offer between scheduled expiration dates (except in the event that this Agreement is terminated pursuant to Section 9.1) and that, in the event that Sub would otherwise be entitled to terminate the Offer at any scheduled expiration date thereof due to the failure of one or more of the Offer Conditions, unless this Agreement shall have been terminated pursuant to Section 9.1, Sub shall, and Parent shall cause Sub to, extend the Offer until such period to end at 5:00 p.m. (New York City time) on date as the last Business Day of such period) (Offer Conditions have been satisfied or such other duration later date as may be agreed to required by Buyer and the Company) in order to permit the satisfaction of such Offer Condition(s)applicable law; provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer nothing herein shall be permitted require Sub to extend the Offer on such occasion for up beyond the Outside Date. Subject to twenty (20) Business Days; provided further, however, that (x) Buyer shall not be required to extend the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for, all Shares validly tendered and not withdrawn pursuant to a date the Offer that Sub is permitted to accept for payment and pay for under applicable law, as soon as practicable (and, in any event, within three business days after the later of the expiration of the Offer and the receipt by the depository for the Offer of the certificates representing such tendered shares). If this Agreement is terminated by either Parent or Sub or by the Company, other than the End Date (as the End Date may be extended pursuant to Section 8.01(b)(i9.1(d)) , Sub shall, and (y) if Parent shall cause Sub to, terminate promptly the sole thenOffer. If this Agreement is terminated pursuant to Section 9.1(d), Parent or Sub may terminate the Offer. Sub may, at any time, transfer or assign to one or more corporations directly or indirectly wholly-unsatisfied Offer Condition is owned by Parent the Minimum Conditionright to purchase all or any portion of the Shares tendered pursuant to the Offer, Buyer but any such transfer or assignment shall not be required to extend relieve Sub of its obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment. (b) On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on more than two Schedule 14D-1 (2the "Schedule 14D-1") occasions 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 will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Parent and Sub shall cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by applicable federal securities laws. Parent, Sub and the Company each agrees promptly to correct any information provided by it for use in consecutive periods the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of up Shares, in each case as and to ten (10) Business Days each (the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with each such period the SEC or dissemination to end at 5:00 p.m. (New York City time) on the last Business Day Company's stockholders. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such periodcomments and to cooperate with the Company and its counsel in responding to such comments. (c) (Parent shall provide or such other duration as may cause to be agreed provided to by Buyer Sub on a timely basis all funds necessary to accept for payment, and pay for, any Shares that are validly tendered and not withdrawn pursuant to the Company)Offer and that Sub is permitted to accept for payment under applicable law and pay for, pursuant to the Offer.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement pursuant to shall not have been terminated in accordance with Article 87, Buyer as promptly as practicable (but in no event later than February 12, 2024), Merger Sub shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) Exchange Act, the Offer as promptly as reasonably practicable after to purchase for cash any and all Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(b)) at the date of this Agreement but in no event later than the fifteenth (15th) Business Day following the date of this AgreementOffer Price. The obligations of Buyer to Merger Sub shall, and Parent shall cause Merger Sub to, irrevocably accept for paymentpurchase, purchase and pay for, any for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer shall be subject (in the aggregate) and not properly withdrawn prior to the satisfaction or waiver 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 the extent permitted under this Agreementguaranteed 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 procedures), equals at least a majority in voting power of the Company Shares then issued and outstanding as of the Expiration Date (the “Minimum Condition”); (b) the Merger Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (c) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Tender Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with On or prior to the terms 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 conditions of this Agreement pay for any and subject all Company Shares that Merger Sub shall become obligated to accept for purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver (to the extent such waiver is not prohibited by applicable Law) Mxxxxx Sub, of the other Tender Offer Conditions, Buyer shall, at or as promptly as practicable following the Expiration Time (but in any event within two (2) Business Days thereafter), Merger Sub shall accept for payment purchase (the time of acceptance for paymentsuch acceptance, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (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), and pay (by delivery of funds to the depositary for the Offer) for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer as of soon as practicable following the Acceptance Time (the “Closing,”); provided, however, that if, but for this proviso, the Closing would have occurred on a Specified Quarter End Expiration Date, thenand, if elected by Buyerin any event, no more than three Business Days after 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 Expiration Date”. The Offer Consideration Price payable in respect of each Company Share validly tendered and not properly withdrawn pursuant to the preceding sentence Offer shall be paid, net of any applicable Tax withholding with respect to the Offer Consideration pursuant to Section 2.09, 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 of set forth in this Agreement. (c) Buyer 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 reserves reserve the right to, at any time toand from time to time, in its sole discretion, waive, in whole waive or in part, modify any of the Offer Conditions and to make any change in the terms of or conditions to the Offer, increase the Offer Price, or to make any other changes in the terms and conditions of the Offer; provided thatprovided, without however, that except with the prior written consent approval of the Company, Buyer Merger Sub 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 Consideration; Price, (iiiii) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to be paid increase the cash consideration payable in the Offer; ), (iii) reduce the maximum number of Company Shares sought to be purchased in the Offer, (iv) decrease amend, modify or waive the number of Shares sought in Minimum Condition or the Offer; Termination Condition, (v) extend or otherwise change amend any of the Expiration Timeother conditions to the Offer set forth in Annex I in a manner adverse to the holders of Company Shares, except as otherwise provided in this Agreement; or (vi) impose additional conditions to the Offer Conditions 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 amend, modify or supplement amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the Offer Conditions or other terms of the Offer in a manner adverse in any material respect to the holders of Company Shares. (d) The Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at 9:00 a.m. 12:00 midnight (New York City Delaware time), or at such other time as the Parties may mutually agree, ) on the date that is the later of (i) twenty-one (21) 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of the Offer and (iidetermined using Rule 14d-1(g)(3) under the Exchange Act) (such date that is six (6) Business Days after the date of the EGM (such initial expiration date and time of the Offertime, the “Initial Expiration TimeDate”) or, if the Offer Initial Expiration Date has been extended pursuant to and in accordance with Section 2.01(e)this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration TimeDate, or such later expiration date and time to which the Offer Initial Expiration Date has been so extendedextended in accordance with this Agreement, the “Expiration TimeDate”). (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 If on 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-then scheduled Expiration TimeDate, any of the conditions to the Offer Conditions has (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not either been (A) satisfied or (B) waived by Buyer Merger Sub, Merger Sub shall (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer Parent shall cause Merger Sub to) extend the Offer on for one or more occasions in consecutive successive extension 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 agreed to by Buyer and the Company) in order to permit the satisfaction or waiver of such Offer Condition(s)conditions; provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty Merger Sub shall not be required (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the Offer on such occasion for up to twenty (20) Business Days; provided further, however, that (x) Buyer and Parent shall not be required to extend the Offer to a date later than the End Date (as the End Date may be extended pursuant to Section 8.01(b)(i)cause Merger Sub) and (y) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend the Offer (i) beyond the Outside Date or (ii) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article 7. The “Outside Date” shall be May 31, 2024. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7 prior to any scheduled Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) 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 Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Company Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Company Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, but in no event more than two (2) occasions in consecutive periods of up to ten (10) Business Days each 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 each such period all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to end at 5:00 p.m. Purchase, a form of letter of transmittal and a form of summary advertisement (New York City time) 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 last Business Day of such period) (or such other duration as may be agreed to by Buyer one hand, and the Company), on the other hand, shall promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub shall cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Company Shares as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and a written summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided Provided, that nothing this Agreement shall not have been terminated in accordance with its terms and provided that none of the events set forth in clause (iv) of Annex A shall have occurred that would give rise and subject to a right no Law having been enacted, entered, enforced, promulgated, amended, issued or deemed applicable to terminate this Agreement pursuant to Article 8Parent, Buyer the Company or any subsidiary or affiliate thereof having such effect, Sub shall (and Parent shall cause Sub to) commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxExchange Act) the Offer as promptly as reasonably practicable practicable, and in any event within twenty (20) Business Days, after the date hereof. Following such launch, each of this Agreement but in no event later than Parent and Sub shall use its reasonable best efforts to consummate the fifteenth Offer, subject to the terms and conditions hereof. (15thb) Business Day following the date The obligation of this Agreement. The obligations of Buyer Sub to accept for payment, purchase and pay for, for any Shares shares of Company Common Stock tendered pursuant to the Offer (and not validly withdrawn) shall be subject to the satisfaction or waiver (pursuant to the extent permitted under this Agreementterms hereof of (x) the condition (the “Minimum Condition”) that at least that number of shares of Company Common Stock validly tendered and not withdrawn prior to the expiration date of the Offer (other than shares of Company Common Stock tendered by guaranteed delivery that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer), when added to any shares of Company Common Stock already owned by Parent or any of its controlled subsidiaries, if any, equals a majority of the then outstanding shares of Company Common Stock and (y) the other conditions set forth in Annex I A hereto (the conditions described in clauses (x) and (y) are collectively referred to as the “Tender Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the 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 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 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 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,”); 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 Sub expressly reserves the right (but shall not be obligated) at any time toor from time to time, in its sole discretion, waiveto amend or waive any such condition (other than the Minimum Condition which may not be amended or waived), to increase the price per share of Company Common Stock payable in whole or in partthe Offer, any of the Offer Conditions and to make any change other changes in the terms and conditions of or conditions to the Offer; provided thatprovided, that without the prior written consent of the Company, Buyer shall not: (i) waive or Company no change may be made that decreases the Minimum Condition Per Share Amount (except to the extent permitted under paragraph (A) of Annex Ias provided in Section 2.1(h); (ii) decrease the Offer Consideration; (iii) change ), changes the form of consideration to be paid payable in the Offer; (iv) decrease , adds to the conditions to the Offer, decreases the number of Shares shares of Company Common Stock 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 Offer Conditions or otherwise amend, modify or supplement any of extends the Offer Conditions or other than in a manner pursuant to and in accordance with the terms of this Section 2.1 or modifies or amends any condition to the Offer in a any manner that broadens such conditions or is adverse to the holders of Sharesshares of Company Common Stock. (dc) The Subject to the terms and conditions thereof, the Offer shall initially expire at 9:00 a.m. (remain open until midnight, New York City time), or at such other time as the Parties may mutually agree, on end of the twentieth (20th) Business Day beginning with (and including) the date that the Offer is the later of commenced (i) twenty-one (21) Business Days (calculated determined in accordance with Rule 14d-1(g)(3) under the 0000 XxxExchange Act) following (the commencement “Expiration Date”), unless the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, the provisions of this Section 2.1 or as required by applicable Laws or the interpretations of the Offer SEC (in which event the term “Expiration Date” shall mean the earliest time 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, as so extended, may expire). (d) Notwithstanding the “Initial Expiration Time”) orforegoing or anything to the contrary set forth in this Agreement, if the Offer has unless this Agreement shall have been extended pursuant to and terminated in accordance with Section 2.01(e)9.1, 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”). (ei) Subject to Article 8, Buyer may or shall, as applicable, Sub shall extend the Offer from time to time as follows: (i) for the minimum any period as required by any rule, regulation, interpretation or position of the SEC, the SEC or its staff thereof or the NASDAQ Global Select Nasdaq Stock Market (the “NASDAQ”) that is applicable to the Offer; or Offer and (ii) if, at on the then-initial Expiration Date or any subsequent date as of which the Offer is scheduled Expiration Timeto expire, any of Tender Offer Condition is not satisfied and has not been waived, then Sub shall extend (and re-extend) the Offer Conditions has not either been (A) satisfied and its expiration date beyond the initial Expiration Date or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall extend the Offer on one or more occasions in consecutive subsequent date for successive extension 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 extension period) (or such other duration as may be agreed to by Buyer and the Company) in order to permit the satisfaction of such , an “Additional Offer Condition(sPeriod”); provided, however, that if Buyer determines notwithstanding the foregoing clauses (i) and (ii) of this Section 2.1(d), in good faith, after consultation with its outside legal counselno event shall Sub be required to extend the Offer beyond the Termination Date; provided further, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer no event shall Sub be permitted to extend the Offer beyond the Termination Date without the prior written consent of the Company; and provided further, that the foregoing clauses (i) and (ii) of this Section 2.1(d) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to Section 9.1. (e) In the event that this Agreement is terminated pursuant to Section 9.1, Sub shall (and Parent shall cause Sub to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. (f) Subject to the terms and conditions of this Agreement, Sub or Parent on Sub’s behalf shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn promptly following the expiration of the Offer; provided, however, that without the prior written consent of the Company, Sub shall not accept for payment or pay for any shares of Company Common Stock if, as a result, Sub would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Condition. The time at which Sub first accepts for payment the shares of Company Common Stock tendered in the Offer is referred to as the “Acceptance Time.” If payment of the Per Share Amount is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing shares of Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such occasion payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Per Share Amount to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Sub that such Taxes either have been paid or are not applicable. The Company shall register (and shall instruct its transfer agent to register) in the name of Sub the shares of Company Common Stock accepted for up to payment by Sub immediately after the Acceptance Time. (g) As soon as reasonably practicable, and in any event within twenty (20) Business Days; provided further, howeverafter the date of this Agreement, that (x) Buyer Parent shall not be required prepare and file with the SEC a registration statement on Form S—4 to extend register the offer and sale of Parent Common Stock pursuant to the Offer and the Merger (the “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 Acquisition Sub shall: (i) cause to be filed with the SEC a date later than Tender Offer Statement on Schedule TO with respect to the End Date Offer, 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 End Date may be extended pursuant to Section 8.01(b)(i“Offer Documents”)) ; and (yii) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required to extend cause the Offer Documents to be disseminated to holders of shares of Company Common Stock to the extent required by applicable Law. Parent and Sub shall use reasonable best efforts to cause the Registration Statement and the Offer Documents to comply in all material respects with applicable Law. The Company and its counsel shall be given reasonable opportunity to review and comment on more than two the Registration Statement and the Offer Documents (including all amendments and supplements thereto) prior to the filing thereof with the SEC. Parent and Sub shall promptly provide the Company and its counsel with a copy or a description of any comments received by Parent, Sub or their counsel from the SEC or its staff with respect to the Registration Statement or the Offer Documents. Each of Parent and Sub shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, the Offer Documents or the Offer. To the extent required by applicable Law, each of Parent, Sub and the Company shall use reasonable best efforts to (1) correct promptly any information provided by it for use in the Registration Statement or the Offer Documents to the extent that it becomes aware that such information shall have become false or misleading in any material respect and (2) occasions in consecutive periods take all steps necessary to promptly cause the Registration Statement and the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of up shares of Company Common Stock. The Company shall promptly furnish to ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City time) on Parent and Sub all information concerning the last Business Day of such period) (or such other duration as may be agreed to by Buyer Company and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.1(g). Parent shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as possible after its filing and to maintain its effectiveness for so long as shall be required for the issuance of Parent Common Stock pursuant to the Offer 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. (h) If, between the date of this Agreement and the Acceptance Time, any change in the number of issued or outstanding shares of Company Common Stock or Parent Common Stock shall occur as a result of a reclassification, recapitalization, share split (including a reverse share split), or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock) with a record date during such period, the Per Share Amount shall be equitably adjusted to reflect such change. (i) No fraction of a share of Parent Common Stock will be issued in connection with the Offer, but in lieu thereof each holder of Company Common Stock that would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall in lieu of such fractional share, be paid an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the volume weighted average trading price of Parent Common Stock on Nasdaq for the five (5) consecutive trading days ending on the trading day immediately preceding the Closing Date.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement shall not have been terminated in accordance with Section 8.1, and subject to the Company having provided the information required to be provided pursuant to Article 8Section 1.2(b), Buyer as promptly as practicable after the Agreement Date, and in any event on or before June 6, 2022 (the date of such commencement, the “Offer Commencement Date”), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the 0000 XxxExchange Act) the Offer as promptly as reasonably practicable after to purchase all of the date of this Agreement but in no event later than Shares at a price per share equal to the fifteenth (15th) Business Day following the date of this AgreementOffer Price. The obligations Parties hereby acknowledge and agree that the Offer shall constitute an “offer” as defined in NRS 92A.133(4)(e). (b) The obligation of Buyer Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, payment and pay for, for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction satisfaction, or waiver by Merger Sub or Parent, of (x) the condition (the “Minimum Condition”) that at least that number of shares of Company Common Stock validly tendered and not validly withdrawn prior to the extent permitted under this Agreement) Expiration Date of the Offer (other than shares of Company Common Stock tendered by guaranteed delivery that have not yet been “received,” as such term is used in NRS 92A.133(g), by the depositary for the Offer), when added to any shares of Company Common Stock already owned by Merger Sub, if any, equals a majority of the voting power of the then issued and outstanding shares of Company Common Stock, and (y) the other conditions set forth in Annex I A (the conditions described in clauses (x) and (y) are collectively referred to as the “Offer Conditions”). The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject Subject to the satisfaction satisfaction, or waiver (to the extent such waiver is not prohibited by applicable Law) Merger Sub or Parent, of the Offer Conditions, Buyer shall, at or as promptly as practicable following Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Expiration Time (but Offer in any event within two (2) Business Days thereafter), accordance with its terms and accept for payment (the time of such acceptance for payment, the “Acceptance Time”) and, at or and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable following the Acceptance Time (but and in any event within three Business Days) after the Expiration Date and in any event in compliance with Rule 14e-1(c) under the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid to the seller of such Share in cash, without interest, subject to the deduction or withholding of any Taxes as contemplated by this Agreement, on the terms and subject to the conditions set forth in this Agreement. The time scheduled for payment for shares of Company Common Stock accepted for payment 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.” (3c) The Offer shall be made by means of an offer to purchase that describes the terms and conditions of the Offer as set forth in this Agreement. Merger Sub and Parent expressly reserve the right to waive (in whole or in part) any Offer Condition at any time and from time to time, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend or modify any of the Offer Conditions in a manner that is adverse to the holders of Shares or impose conditions to the Offer in addition to the Offer Conditions, (v) amend, modify or waive the Minimum Condition or (vi) extend or otherwise change the Expiration Date in a manner other than pursuant to and in accordance with this Agreement. (d) Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at midnight, New York City time, at the end of the day on the date that is twenty Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated and Rule 14e-1(a) under the 0000 XxxExchange Act) thereafter), pay (by delivery of funds to the depositary for the Offer) for all Shares validly tendered and not properly withdrawn pursuant to after the Offer as of the Acceptance Time Commencement Date (the “Closing,Initial Expiration Date”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, and subject to the last proviso of this Section 1.1(d), unless this Agreement shall have been terminated in accordance with Section 8.1, (i) if, at midnight, New York City time, at the end of the day on the Initial Expiration Date or any subsequent date and time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied or, to the extent waivable in accordance with the terms hereof and applicable Law, has not been waived by Merger Sub or Parent, Merger Sub shall (subject to the rights or remedies of the parties hereto hereunder, including under Article VIII), extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date (the Initial Expiration Date as it may be extended herein is referred to as the “Expiration Date”) for one or more periods, in consecutive increments of up to ten Business Days each (each such increment to end at 11:59 p.m., New York City time, on the last Business Day of such increment), the length of each such period to be determined by Parent in its reasonable discretion (or such longer period as Parent and the Company may mutually agree) to permit such Offer Condition to be satisfied (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this sentence if all Offer Conditions have been satisfied or waived); provided, that if at any then-scheduled expiration of the Offer, all of the Offer Conditions (other than the Minimum Condition and any Offer Conditions that are by their nature to be satisfied at the Offer Acceptance Time) have been satisfied or waived (to the extent waivable in accordance with the terms hereof and applicable Law) and the Minimum Condition has not been satisfied, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) extend the Offer for more than two additional consecutive increments of five (5) Business Days each (or such shorter periods as may be agreed to by the Company and Merger Sub); provided, however, that ifin no event shall Merger Sub (x) be required to extend the Expiration Date to any date beyond the Termination Date or (y) without the prior written consent of the Company be permitted to extend the Expiration Date to any date beyond the Termination Date. In addition, but for this provisoMerger Sub shall, with or without 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 written consent of the Company, at extend the time Offer for any minimum period required by any rule or regulation of such electionthe SEC or its staff, 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 (any rule or regulation of Nasdaq or any 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 applicable Law, in this Agreement as the “Closing Date”. The Offer Consideration payable in respect of each Share pursuant case, applicable 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 AgreementOffer. (ce) Buyer expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part, any of Merger Sub shall not terminate the Offer Conditions and prior to make any change in the terms of or conditions to the Offer; provided that, scheduled Expiration Date without the prior written consent of the Company, Buyer except in connection with a termination of this Agreement permitted in accordance with the terms of Section 8.1. In the event that this Agreement is terminated pursuant to Section 8.1, whether or not the Expiration Date has occurred, Merger Sub shall not:(and Parent shall cause Merger Sub to) promptly (and in any event within twenty-four hours of such termination), irrevocably and unconditionally terminate the Offer, not acquire any Shares pursuant thereto, and cause any depositary acting on its behalf to promptly return in accordance with applicable Law all tendered Shares to the registered holders thereof. (f) On the Offer Commencement Date, Merger Sub and Parent shall (i) waive file or change cause to be filed with the Minimum Condition SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (except together with all amendments, supplements and exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the related offer to purchase the Shares pursuant to the Offer, the form of the related letter of transmittal, the summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made and instruments pursuant to which the Offer will be made (collectively, and together with all exhibits, amendments and supplements thereto, the “Offer Documents”); and (ii) cause the Schedule TO and related Offer Documents to be disseminated to holders of Shares in accordance with applicable federal securities Laws. The Company shall promptly furnish to Merger Sub and Parent in writing all information concerning the Company and its stockholders that may be required by applicable Law to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(f). Except with respect to any amendments filed in connection with a Change of Recommendation (or, prior to a Change of Recommendation, the applicable event that may give rise to a Change of Recommendation), the Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendment or supplement thereto) prior to the filing thereof with the SEC, and Merger Sub and Parent shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Each of Merger Sub, Parent and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent permitted under paragraph that such party becomes aware that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub and Parent further agree to take all steps necessary to cause the Offer Documents as so corrected (Aif applicable) to be filed with the SEC and disseminated to holders of Annex IShares, in each case as and to the extent required by applicable Laws. Upon receipt of any written or oral comments by Merger Sub, Parent or their counsel from any Governmental Authority or its staff with respect to the Offer Documents, or any request from any Governmental Authority or its staff for amendments or supplements to the Offer Documents, Merger Sub and Parent agree to (i) promptly provide the Company and its counsel with a copy of any such written comments or requests (or a description of any such oral comments or requests); ; (ii) decrease provide the Offer Consideration; Company and its counsel a reasonable opportunity to comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments made by the Company and its counsel; (iii) provide the Company and its counsel an opportunity to participate with Merger Sub, Parent or their counsel in any materials discussions or meetings with any Governmental Authority or its staff regarding the Offer Documents; and (iv) provide the Company with copies of any written comments or responses submitted by Merger Sub and Parent in response thereto. (g) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock occurring on or after the form of consideration Agreement Date and prior to be paid Merger Sub’s acceptance for payment of, and payment for, Company Common Stock tendered in the Offer; (iv) decrease the number of Shares sought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of and such adjustment to the Offer Conditions or terms of the Offer in a manner adverse Price shall provide to the holders of Shares. (d) The Offer Company Common Stock the same economic effect as contemplated by this Agreement prior to such action and 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 (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the 0000 Xxx) following the commencement of the Offer so adjusted from and (ii) such date that is six (6) Business Days after the date of the EGM (such initial expiration date and time of the Offerevent, the “Initial Expiration Time”) or, if be 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 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. (New York City 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)Price; provided, however, that if Buyer determines nothing in good faiththis Section 1.1(g) shall be construed to permit the Company to take any action with respect to the Company Common Stock that is prohibited by the terms of this Agreement. (h) Parent shall be responsible for 100% of the fees, after consultation costs and expenses (except for the fees, costs and expenses of the Company’s advisors), including any filings fees, associated with its outside legal counselthe preparation, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, filing and mailing of the Offer Condition set forth in paragraph (B) of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer shall be permitted to extend the 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer Documents and the Company)Schedule 14D-9.

The Offer. (a) Not later than the first business day after the date of this Agreement, ACQUIROR, Acquisition Subsidiary and OPTA will make a public announcement of the Offer. (b) Provided that nothing this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Annex A hereto shall have occurred that would give rise or be existing, Acquisition Subsidiary shall commence, and ACQUIROR shall cause Acquisition Subsidiary to a right to terminate this Agreement pursuant to Article 8commence, Buyer shall commence (within the meaning of Rule 14d-2 promulgated under the 0000 Xxx) Exchange Act, the Offer as promptly as reasonably practicable after the date of this Agreement hereof, but in no event later than five (5) business days after the fifteenth (15th) Business Day following initial public announcement of Acquisition Subsidiary’s intention to commence the date of this AgreementOffer. The obligations obligation of Buyer Acquisition Subsidiary to accept for payment, payment and pay for, any for OPTA Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Annex I A hereto (unless the failure of any such condition was caused by any breach by ACQUIROR or Acquisition Subsidiary of this Agreement in which case Acquisition Subsidiary shall be obligated to accept for payment and pay for OPTA Shares tendered pursuant to the Offer provided that such failure has been waived by OPTA), including the condition that a number of OPTA Shares representing that number of OPTA Shares which would equal more than fifty percent (50%) of the OPTA Shares then issued and outstanding on a fully-diluted basis shall have been validly tendered and not withdrawn prior to the expiration date of the Offer (the “Offer ConditionsMinimum Condition”). The date on which Buyer commences Acquisition Subsidiary expressly reserves the Offer is referred right to as waive any such condition, to increase the “Offer Commencement Date”. (b) In accordance with Per Share Amount and to make any other changes in the 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 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 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 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,”); provided, however, that ifthat, but for this provisowithout the prior written consent of OPTA, Acquisition Subsidiary will not (i) decrease the Closing would have occurred on a Specified Quarter End DatePer Share Amount, then, if elected by Buyer, (ii) reduce 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 maximum number of OPTA Shares to be specified by purchased in the Parties; providedOffer, further, that Buyer shall confirm in writing to (iii) change the Company, at form of 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 consideration payable in respect of each Share pursuant to the preceding sentence shall be paidOffer, net of any applicable Tax withholding with respect (iv) add to, modify or supplement the conditions to the Offer Consideration pursuant to Section 2.09set forth in Annex A hereto, (v) extend the expiration date of the Offer beyond the twenty (20) business days following the commencement thereof, except as expressly provided herein, or (vi) make any other change in the terms or conditions of the Offer which is adverse to the holders of OPTA Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, without interest, on upon the terms and subject to the conditions of this Agreementthe Offer. Subject to the terms and conditions of the Offer, Acquisition Subsidiary shall, and ACQUIROR shall cause Acquisition Subsidiary to, accept for payment and pay, as promptly as practicable after expiration of the Offer, for all OPTA Shares validly tendered and not withdrawn. (c) Buyer expressly reserves On the right at any time to, in its sole discretion, waive, in whole or in part, any date of commencement of the Offer, ACQUIROR and Acquisition Subsidiary shall file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Conditions Statement on Schedule TO, including all exhibits thereto (together with all amendments and to make any change in Table of Contents supplements thereto, the terms of or conditions “Schedule TO”), with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and the forms of related letters of transmittal (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to OPTA’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. ACQUIROR and Acquisition Subsidiary shall correct promptly any information provided by any of them for use in the Offer Documents which shall become false or misleading, and ACQUIROR and Acquisition Subsidiary shall take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of OPTA Shares, in each case as and to the extent required by applicable law. OPTA and its counsel shall be given the reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. ACQUIROR and Acquisition Subsidiary shall provide OPTA and its counsel with a copy of any written comments or telephonic notification of any oral comments ACQUIROR or Acquisition Subsidiary may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. ACQUIROR and its counsel shall provide OPTA and its counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Offer Documents or this Agreement. In the event that ACQUIROR or Acquisition Subsidiary receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to respond promptly to such comments and take all other actions necessary to resolve the issues raised therein. (d) Subject to the terms and conditions hereof, the Offer shall remain open until midnight, Eastern Time, on the date that is twenty (20) business days after the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided thatprovided, however, that without the prior written consent of the CompanyOPTA, Buyer shall not: Acquisition Subsidiary may (i) waive extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Annex A shall not have been satisfied or change waived, for one (1) or more periods (none of which shall exceed ten (10) business days) not to exceed thirty (30) business days in the Minimum Condition (except to the extent permitted under paragraph (A) of Annex I); aggregate or, if earlier, until such time as such conditions are satisfied or waived, (ii) decrease the Offer Consideration; (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 Time, except as otherwise provided in this Agreement; 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 adverse to the holders of 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 (i) twenty-one (21) Business Days (calculated in 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 for one (1) or more periods, not to time as follows: exceed thirty (i30) for business days in the minimum period as aggregate, if required by any rule, regulation, interpretation or position of the SEC, SEC or 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 (Biii) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall extend the Offer on one or (1) occasion for an aggregate period of not more occasions in consecutive periods of up to than ten (10) Business Days each business days beyond the latest expiration date that would otherwise be permitted under clause (with each i) or (ii) of this sentence if, on such period to end at 5:00 p.m. expiration date, there shall not have been tendered that number of OPTA Shares which would equal more than ninety percent (New York City time90%) on of the last Business Day of such period) (or such other duration as may be agreed to by Buyer issued and the Company) in order to permit the satisfaction of such Offer Condition(s)outstanding OPTA Shares; provided, however, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time occurring during the first one hundred eighty (180) days following the date hereof, Acquisition Subsidiary shall extend the Offer Condition pursuant to this clause (iii), Acquisition Subsidiary shall waive during such extension all conditions set forth in paragraph Annex A other than the Minimum Condition and the conditions set forth in paragraphs (Ba) or (d) in Annex A. If on the initial scheduled expiration date of the Offer or Table of Contents any extension thereof, any applicable waiting period under any applicable foreign laws regulating competition, antitrust, investment or exchange controls has not expired or terminated prior to the expiration of the Offer (the “Foreign Antitrust Condition”), Acquisition Subsidiary shall, if requested to do so by OPTA, extend the expiration date of the Offer until a date not later than January 15, 2003 and ACQUIROR shall use its best efforts to obtain all permits, authorizations, consents, expiration or termination of waiting periods, and approvals as may be required by any Governmental Entity. In addition, ACQUIROR and Acquisition Subsidiary each agree that if all of the conditions set forth in Annex I is A are not reasonably likely to be satisfied within such satisfied, including the satisfaction of the Minimum Condition, on any expiration date of the Offer, then Acquisition Subsidiary shall, and ACQUIROR shall cause Acquisition Subsidiary to, extend the Offer for one (1) or more periods of not less than ten (10) Business Day extension periodbusiness days if requested to do so by OPTA, then Buyer provided that OPTA shall be permitted entitled to extend the Offer on make only three (3) 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 (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 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. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company)requests.