Common use of The Offer Clause in Contracts

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 7.01 and that none of the events set forth in Paragraph (2) of Exhibit A Annex C hereto shall exist or have occurred and be continuing, Purchaser shallas promptly as practicable, and Parent shall cause Purchaser to, promptly (but in no event later than five days following 15 business days, after the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act"). The Amended Offer Documents shall include ) and will in good faith pursue an exchange offer (the Offer "Offer") to purchase acquire all outstanding Shares at the Offer Price. The expiration date of the Offer issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Amended Offer Documents shall be no sooner than Offer, the tenth Business Day following ("Per Note Amount"). Subject to the Company's and including the day of) Holders' right of termination set forth in Section 7.01, the initial filing obligation of the Amended Company to consummate the Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares exchange Old Notes tendered pursuant to the Offer shall be subject only to only those the conditions set forth in Annex A (the “Offer Conditions”)C hereto. Purchaser expressly reserves the right (but The Company shall not be obligated) at any time or from time to time in its sole discretion to waive any such condition or make any changes in the terms and conditions of the Offer Condition or modify without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer, except that, without Offer to the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price extent such waiver or change the form of the consideration payable amendment relates to matters ministerial or administrative in the Offer, (B) decrease the number of Shares sought pursuant nature with respect to the Offer, and the Offer may be extended by the Company (C1) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add for any period to the conditions set forth on Annex Aextent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (Ethe "SEC") modify or the conditions set forth on Annex A in a manner adverse staff thereof applicable to the holders of SharesOffer, and (F2) extend to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer except as required any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in waiver of the terms or conditions of the Offer which is adverse and subject to the holders foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of Sharesthe Securities Act of 1933, as amended (the "Securities Act").

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser The Offeror shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents subject to reflect the terms and conditions of this Agreement Agreement, make an offer (as so amended, including any amendments thereto, the “Amended Offer DocumentsOffer”). The Amended Offer Documents shall include the Offer ) to purchase all of the outstanding Caza Shares at (including any Caza Shares that are issued after the Offer Price. The expiration date of the Offer pursuant and prior to the Amended Offer Documents shall be no sooner than Expiry Time on the tenth Business Day following (and including exercise or surrender of Caza Options or Caza Warrants), on the day of) the initial filing basis of the Amended Offer Documents with the SEC0.16 of an Offeror Share for each Caza Share. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse timely basis any filings with respect to the holders of SharesOffer, (F) extend including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the expiration English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer except as required Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or permitted similar document by Section 2.1(a)(ii) or (iii)the Offeror, or (G) make any other change result in the terms imposition of any reporting obligations on the Offeror in such jurisdiction or conditions of the Offer which is adverse result in any material cost to the holders Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) (i) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article IX 7 hereof and that none of the events set forth in Paragraph Annex I hereto (2the “Tender Offer Conditions”) of Exhibit A hereto shall exist or have occurred and be continuingoccurred, Purchaser shall, and Parent shall cause the Purchaser toto (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) as promptly (as reasonably practicable, but in no any event later than five within seven business days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amendedAgreement, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (C) use commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case as and to the extent required by applicable federal securities laws. The expiration date obligation of the Offer pursuant Purchaser to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser toaccept for payment, and of Parent to cause Purchaser topay for, accept for payment and pay for any Shares tendered pursuant to the Offer shall will be subject only to only those conditions set forth in Annex A (the “satisfaction of the Tender Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 8.1 and that none subject to the satisfaction of the events conditions set forth in Paragraph (2) of Exhibit Annex A hereto shall exist or have occurred and be continuing(the "Offer Conditions"), Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following as soon as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) file with an offer (the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer "Offer") to purchase all outstanding Shares at the Offer Price. The expiration date for cash up to 80,916,766 of the Offer issued and outstanding shares of Common Stock, par value $1.00 per share ("Company Common Stock"), of the Company and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Amended Offer Documents shall be no sooner than Rights Agreement, dated as of April 24, 1997, between the tenth Business Day following Company and First Chicago Trust Company of New York (and including the day of"Rights Agreement") at a price of $37.125 per share of Company Common Stock, net to the initial filing of the Amended Offer Documents with the SECseller in cash. The obligations obligation of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to only those conditions set forth in Annex A (the “satisfaction 6 2 or waiver by Purchaser of the Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time right, in its sole discretion discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Condition or modify or amend Conditions) and make any other changes in the terms and conditions of the Offer, except ; provided that, without unless previously approved by the prior written consent Company in writing, no change may be made which changes the Minimum Condition or decreases the price per share of Company Common Stock payable in the CompanyOffer, Purchaser shall not (A) decrease the Offer Price or change changes the form of the consideration payable in the Offer, increases or reduces the maximum number (B80,916,766 Shares) decrease of shares of Company Common Stock to be purchased in the number of Shares sought pursuant Offer (the "Maximum Offer Number"), amends the Offer Conditions or imposes conditions to the Offer, (C) amend or waive the Minimum Tender Condition (as defined Offer in Annex A), (D) add addition to the Offer Conditions, or makes other changes to the terms or conditions set forth on Annex A, (E) modify to the conditions set forth on Annex A in a manner Offer that are adverse to the holders of SharesCompany Common Stock. Purchaser covenants and agrees that, (F) subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for shares of Company Common Stock as soon as it is permitted to do so under applicable law. The Offer shall initially be scheduled to expire 20 business days following the commencement thereof, provided that, unless this Agreement has been terminated pursuant to Section 8.1 and subject to Section 1.1(b), Purchaser shall extend the Offer from time to time in the event that, at a then-scheduled expiration date, all of the Offer Conditions have not been satisfied or waived as permitted pursuant to this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Purchaser reasonably believes are necessary to cause the Offer Conditions to be satisfied. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement). Except as required or permitted by provided in Section 2.1(a)(ii1.1(b) or (iii1.1(d), or (G) make any other change in the terms or conditions of Purchaser shall not terminate the Offer which is adverse without purchasing shares of Company Common Stock pursuant to the holders of SharesOffer.

The Offer. (a) (i) Provided that Subject to the provisions of this Agreement shall and this Agreement not have having been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing10 hereof, Purchaser shall, and Parent shall cause Purchaser to, as promptly (as ---------- practicable but in no any event later than within five business days following after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") file with and the SEC amended rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Documents to reflect Consideration"). Notwithstanding the terms foregoing, if between ------------------- the date of this Agreement (as so amended, including any amendments thereto, and the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date closing of the Offer pursuant to the Amended outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Documents Consideration shall be no sooner than the tenth Business Day following (and including the day of) the initial filing correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of the Amended Offer Documents with the SECshares. The obligations obligation of Purchaser toand Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Parent to cause Purchaser to, accept for payment and pay for any Shares Common Stock tendered pursuant to the Offer shall be subject to only those the conditions set forth in Annex Exhibit A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time hereto and to time in its sole discretion to waive any Offer Condition or modify or amend the terms and conditions of this Agreement. --------- Subject to the Offerprovisions of this Agreement, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change shall expire 20 business days after the form date of the consideration payable its commencement, unless this Agreement is terminated in the Offeraccordance with Article 10, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of which case the Offer except as required (whether or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change not previously ---------- extended in accordance with the terms or conditions hereof) shall expire on such date of the Offer which is adverse to the holders of Sharestermination.

The Offer. (a) (i) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article IX 7 hereof and that none of the events set forth in Paragraph Annex I hereto (2the “Tender Offer Conditions”) shall have occurred, the Purchaser shall (A) commence (within the meaning of Exhibit A hereto shall exist or have occurred Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments theretoregulations promulgated thereunder, the “Amended Offer DocumentsExchange Act”). The Amended Offer Documents shall include the Offer ) as promptly as practicable, an offer to purchase all outstanding Shares at the Offer Price, (B) in cooperation with Parent and after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO and a Transaction Statement on Schedule 13E-3 and all other necessary documents with the Securities and Exchange Commission (the “SEC”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (C) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and each of Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case as and to the extent required by applicable federal securities laws. The expiration date obligation of the Offer pursuant Purchaser to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and or pay for any Shares tendered pursuant to the Offer shall will be subject only to only those conditions set forth in Annex A (the “satisfaction of the Tender Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article IX 7 hereof and that none of the events set forth in Paragraph Annex I hereto (2the "Tender Offer Conditions") of Exhibit A hereto shall exist or have occurred and be continuingoccurred, Purchaser shall, and Parent shall cause the Purchaser toto (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act")) as promptly as practicable (but and in no any event later than within five business days following after the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amendedAgreement), including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO and all other necessary documents with the Securities and Exchange Commission (the "SEC"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the "Offer Documents") and (C) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case as and to the extent required by applicable federal securities laws. The expiration date obligation of the Offer pursuant Purchaser to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and or pay for any Shares tendered pursuant to the Offer shall will be subject only to only those conditions set forth in Annex A (the “satisfaction of the Tender Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 8.01, as promptly as practicable and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no any event later than five days within one Business Day following the date hereofhereof (or such later date as the parties may mutually agree in writing), Merger Sub (i) shall amend the Offer to reflect the execution of this Agreement, (ii) shall file an amendment to its 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 amended Offer Documents to reflect the terms of this Agreement (as so amendedand such other filings, including deliveries, mailings and notices, collectively and together with any amendments amendments, exhibits or supplements thereto, the “Amended Offer Documents”)) and (iii) shall use its reasonable best efforts to consummate the Offer. The Amended Offer Documents shall include the Offer Parent will cause Merger Sub to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares shares of Company Common Stock tendered pursuant to the Offer Offer, subject only to the condition that there shall be subject validly tendered and not withdrawn prior to only those the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent or any of its Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis on the date of expiration of the Offer (the “Minimum Condition”) and to the other conditions set forth in Annex A I hereto (together with the Minimum Condition, collectively, the “Tender Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 9.01 and that none of the events set forth in Paragraph (2) of Exhibit Annex A hereto shall exist or have occurred and be continuing, Purchaser shallno later than five (5) business days after the date of exercise by the Company of the Tender Option (as defined in Section 10.01(d)), and Parent shall cause Purchaser Sub to, promptly and Sub shall, commence (but in no event later than five days following within the date hereofmeaning of Rule 14d-2 under the Exchange Act), a tender offer (the "Offer") file to acquire all of the issued and outstanding shares of Company Common Stock, together with the SEC amended Offer Documents to reflect the terms of this Agreement associated Company Rights, for $26.00 per share (as so amendedsuch amount, including or any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer greater amount per share paid pursuant to the Amended Offer Documents shall be no sooner than Offer, the tenth Business Day following (and including "Per Share Amount") net to the day of) the initial filing of the Amended Offer Documents with the SECseller in cash. The obligations obligation of Purchaser to, Sub to consummate the Offer once it is commenced and of Parent to cause Purchaser to, accept for payment and to pay for any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to only those the conditions set forth in Annex A (the “Offer Conditions”)hereto. Purchaser Sub expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not such condition (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive other than the Minimum Tender Condition (as defined in Annex AA hereto) or the condition relating to the expiration of the HSR Act), to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer. Notwithstanding the foregoing, no change may be made which (Di) add decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Company Common Stock sought to be purchased in the Offer, (iv) imposes conditions to the conditions Offer in addition to those set forth on in Annex AA hereto, (Ev) modify extends the conditions set forth on Annex A expiration date of the Offer or (vi) otherwise alters or amends any term of the Offer in a any manner adverse to the holders of Sharesshares of Company Common Stock; provided, however, that subject to the right of the parties to terminate this Agreement pursuant to Section 9.01, the Offer may be extended (F1) extend for any period to the expiration extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (2) for one or more periods of not more than five (5) business days each, but in no event for more than a total of twenty (20) business days if, following the satisfaction or waiver of each of the conditions set forth in Annex A hereto, less than 90% of the Company Common Stock has been validly tendered and not properly withdrawn pursuant to the Offer; provided, that, the closing of the Offer except shall occur on or before December 24, 1996 if all conditions set forth in Annex A hereto have been satisfied or waived prior to such date. Parent and Sub agree that, in the event Sub is unable to consummate the Offer on or prior to the expiration date of the Offer due to the failure of any condition set forth in Annex A hereto to be satisfied, Parent shall cause Sub to, and Sub shall extend the Offer until the earlier of (i) February 28, 1997 or (ii) such time as required such condition is satisfied or waived; provided, that, the Sub shall be permitted by Section 2.1(a)(iibut shall not be obligated to extend the Offer if either (x) the Company is in breach in any material respect of its covenants, agreements, representations or warranties contained in this Agreement (without reference to any materiality qualifications contained herein) or (iii)y) there is a reasonable likelihood that one or more of the conditions set forth in Annex A hereto cannot be satisfied on or before February 28, 1997. Assuming the prior satisfaction or (G) make any other change in waiver of the terms or conditions of the Offer which is adverse and subject to the holders foregoing right to extend the Offer, Sub shall pay for shares of SharesCompany Common Stock tendered pursuant to the Offer as soon as practicable after expiration date thereof.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 9.01 and nothing shall have occurred that none would result in a failure to satisfy any of the events conditions set forth in Paragraph (2) Annex A hereto, not later than five business days after the public announcement of Exhibit A hereto shall exist or have occurred and be continuingthe execution of this Agreement, Purchaser shall, and Parent shall cause Purchaser Sub to, promptly and Sub shall, commence (but in no event later than five days following within the date hereofmeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) file with a cash tender offer (the SEC amended Offer Documents "Offer") to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase acquire all outstanding Shares at the Offer Price. The expiration date of the Offer issued and outstanding shares of Company Common Stock for $11.00 per share (such amount, or any greater amount per share paid pursuant to the Amended Offer Documents shall Offer, the "Per Share Amount"), net to the seller in cash, subject to any amounts required to be no sooner than the tenth Business Day following (withheld under applicable federal, state, local or foreign tax laws and including the day of) the initial filing of the Amended Offer Documents with the SECregulations. The obligations obligation of Purchaser to, Sub to consummate the Offer and of Parent to cause Purchaser to, accept for payment and to pay for any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to only those (i) the condition that there shall have been validly tendered and not withdrawn, in accordance with the terms of the Offer and prior to the expiration date of the Offer, a number of shares of Company Common Stock that represents (together with any shares of Common Stock purchased by Sub under the Stock Option Agreement) at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A hereto (together with the “Minimum Condition, the "Offer Conditions”"). Purchaser Sub expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer the Minimum Condition or modify or amend any of the other Offer Conditions and to make any other changes in the terms and conditions of the OfferOffer (other than extending the Offer except as expressly provided below in this Section 1.01(a)); provided, except however, that, without the prior written consent of the Company, Purchaser shall not no change may be made which (Ai) decrease decreases the Offer Price Per Share Amount or change the form number of the consideration payable shares of Company Common Stock sought in the Offer, (Bii) decrease changes the number form of Shares sought pursuant consideration to be paid in the Offer, (Ciii) amend or waive imposes conditions to the Minimum Tender Condition (as defined Offer in addition to those set forth in Annex A)A hereto, (Div) add to the conditions set forth on Annex Aamends any Offer Condition, (Ev) modify except as provided below, extends the conditions set forth on Annex A in a manner Offer or (vi) is materially adverse to the holders of Sharesshares of Company Common Stock. Notwithstanding anything to the contrary in this Agreement, (Fi) Sub may, in its sole discretion and without the consent of the Company, (A) extend the Offer, at any time up to the Outside Termination Date, for one or more periods of not more than ten business days each, if, at the then scheduled expiration date of the Offer, any Offer Condition has not been satisfied; (B) extend the Offer at any time (but on not more than one occasion) for a period of not more than 10 business days, if at that time the number of shares of Company Common Stock duly tendered pursuant to the Offer and not subsequently withdrawn represents less than 90% of the shares of Company Common Stock then outstanding; or (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission ("SEC") or the staff thereof applicable to the Offer and (ii) if at any scheduled expiration date of the Offer except as required any Offer Condition has not been satisfied or permitted waived by Section 2.1(a)(ii) or (iii)Sub, or (G) make any other change in at the terms or conditions written request of the Company delivered no later than the scheduled expiration date of the Offer, Sub shall, and shall continue to, extend the Offer which is adverse from time to the holders of Shares.time for one or more

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX VII and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (other than clause (e) of Annex A) shall have occurred and be existing and shall not have been waived in writing by Parent or Merger Sub (the “conditions set forth in Annex A, the "Tender Offer Conditions”"). Purchaser expressly reserves , Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the right meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (but shall not be obligatedtogether with its rules and regulations, the "Exchange Act")) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without as promptly as reasonably practicable after the date of this Agreement and in any event within 15 Business Days after the date of this Agreement. Without the prior written consent of the Company, Purchaser Merger Sub shall not (Ai) decrease the Offer Price or change the form of the consideration payable in the Offer, (Bii) decrease the number of Shares shares of Company Common Stock sought pursuant to be purchased in the Offer, (Ciii) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add impose conditions to the conditions set forth on Annex A, (E) modify Offer in addition to the conditions set forth on Annex A Tender Offer Conditions or amend any condition in a manner that is adverse to the holders of SharesCompany Common Stock, (Fiv) waive or amend the Minimum Condition (v) extend the expiration of the Offer Expiration Date (as defined below) except as required or permitted by this Section 2.1(a)(ii) or (iii)1.1, or (Gvi) make any other change in to the terms or conditions of the Offer which in a manner that is materially adverse to the holders of SharesCompany Common Stock; provided that Merger Sub expressly reserves the right to increase the Offer Price and to waive any of the Tender Offer Conditions other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer except for Company Common Stock held in respect of the Company's Supplemental Retirement Savings Plan.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX IX, and subject to the prior satisfaction or waiver (if and to the extent that none such waiver is permitted by the GRAMF) of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A II hereto and Section 4.2(c), as promptly as practicable, Holdco shall (or shall cause another direct or indirect wholly owned Subsidiary of Holdco to) file the Offer with (i) the French Financial Market Authority (AUTORITE DES MARCHES FINANCIERS) (the “Offer Conditions”). Purchaser expressly reserves "AMF") within the right (but shall not meaning of the General Rules of the AMF, as may be obligated) at any time or amended from time to time in its sole discretion (the "GRAMF", which term shall be deemed to waive include any Offer Condition or modify or amend other relevant rules, instructions and/or recommendations of the AMF), and (ii) Belgian Banking, Finance, and Insurance Commission (COMMISSION BANCAIRE, FINANCIERE, ET DES ASSURANCES) (the "CBFA"). Following approval by the AMF of the terms of the Offer, except thatthe Tender Offer Prospectus filed by Holdco (NOTE D'INFORMATION) and the Tender Offer Prospectus filed by Euronext (NOTE EN REPONSE), without Holdco shall commence, within the prior written consent meaning of the CompanyGRAMF and the relevant Belgian regulations, Purchaser shall not (A) decrease the Offer Price or change to exchange each Euronext Share for 0.98 of a share of Holdco Common Stock (the form "STANDARD STOCK AMOUNT") and (euro)21.32 in cash (the "STANDARD CASH AMOUNT" and, together with the Standard Stock Amount, the "MIXED OFFER CONSIDERATION" (OFFRE MIXTE PRINCIPALE)) with an option to receive in the Offer (including in any subsequent offering period (PERIODE DE REOUVERTURE DE L'OFFRE)), in lieu of the consideration payable Mixed Offer Consideration, the Stock Election Consideration (in the OFFRE D'ECHANGE SUBSIDIAIRE) or the Cash Election Consideration (in the OFFRE D'ACHAT SUBSIDIAIRE), as each may be adjusted pursuant to this Section 1.1. In the event that Holdco shall cause a Subsidiary of Holdco to file and commence the Offer, (B) decrease each reference to Holdco in this Article I and ANNEXES II and III shall be deemed, where applicable, to refer to such Subsidiary. For the number avoidance of Shares sought pursuant to the Offerdoubt, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration none of the Mixed Offer except Consideration, the Stock Election Consideration or the Cash Election Consideration shall be reduced as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions a result of the Offer which is adverse to payment by Euronext of the holders of SharesSpecial Euronext Distribution.

The Offer. The Merger Agreement provides that the Purchaser will commence the Offer as promptly as practicable (aand in any event within 10 business days) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none after the execution of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shallMerger Agreement, and Parent shall cause Purchaser tothat, promptly (but in no event later than five days following subject to the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date satisfaction of the Offer pursuant to Minimum Condition and the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing other conditions that are described in Section 14—“Conditions of the Amended Offer Documents with Offer,” the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, will accept for payment and pay for any all Shares validly tendered pursuant to and not withdrawn in the Offer shall be subject as promptly as practicable after the Purchaser is legally entitled to only those conditions set forth in Annex A (do so. Cytyc and the “Offer Conditions”). Purchaser expressly reserves reserved the right (but shall not be obligated) at to increase the Offer Price or to make any time or from time to time other changes in its sole discretion to waive any Offer Condition or modify or amend the terms and conditions of the Offer, except that, that without the Adeza’s prior written consent of approval the Company, Purchaser shall is not permitted to (Ai) decrease the Offer Price or Price, (ii) change the form of the consideration payable in the Offer, (Biii) decrease reduce the maximum number of Shares sought pursuant to be purchased in the Offer, (Civ) impose conditions or requirements to the Offer that are different than or in addition to the conditions and requirements described in Section 14—“Conditions of the Offer,” (v) amend or waive the Minimum Tender Condition (as defined in Annex A)Condition, (Dvi) add amend any of the conditions or requirements to the conditions set forth on Annex A, Offer described in Section 14—“Conditions of the Offer,” or (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (Fvii) extend the expiration of the Offer except in a manner other than as required by the Merger Agreement. The Merger Agreement provides that the Offer Price will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or permitted by Section 2.1(a)(ii) or (iiidistribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or (G) make other like change with respect to the Shares occurring prior to the Expiration Date. The Merger Agreement provides that the Purchaser will extend the Offer: • to the extent required by applicable laws, rules or regulations of the SEC or the NASDAQ Global Select Market; • for one or more periods of 10 business days each, or any other change lesser period ending on May 16, 2007, if at the Expiration Date any of the conditions to the Offer have not been satisfied; and • for one or more periods of 10 business days each, or any lesser period ending on June 15, 2007, if at the Expiration Date the HSR Condition and/or the Governmental Approval Condition have not been satisfied. After acceptance for payment of Shares in the terms or conditions Offer, if Cytyc, the Purchaser and their subsidiaries and affiliates do not hold, in the aggregate, at least 90% of the Offer which is adverse issued and outstanding Shares so as to permit the holders Purchaser to complete the Short-Form Merger, then the Purchaser may provide a Subsequent Offering Period and, if more than 80% of Shares.the issued and outstanding Shares have been validly tendered and not withdrawn in the

The Offer. (a) (i) Provided that The Offer, which will be made on the terms and subject to the conditions summarised below and in Appendix I to this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shallannouncement, and Parent shall cause Purchaser toto the further terms which will be set out in full in the Offer Document and the accompanying Acceptance Form(s), promptly will be made on the following basis: for each Sema Share 560 xxxxx in cash for each Sema ADS (but each ADS represents 1,120 xxxxx in no event later than five days following cash 2 Sema Shares) The Offer will extend, subject to the terms and conditions to be set out in the Offer Document and Acceptance Form(s), to all Sema Shares unconditionally allotted or issued on the date hereof) file on which the Offer is made and any further Sema Shares unconditionally allotted or issued while the Offer remains open for acceptance (or such earlier date as Schlumberger Investments may, subject to the Code, decide). In conjunction with the SEC amended Offer Documents offer being made to reflect Sema Shareholders an offer is being made to holders of Sema ADSs to tender the terms of this Agreement (as so amended, including any amendments thereto, Sema Shares underlying such ADSs into the “Amended Offer Documents”)Offer. The Amended Offer Documents shall include the Offer to purchase all outstanding Sema Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall will be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered acquired by Schlumberger Investments pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves fully paid and free from all liens, charges, equitable interests, encumbrances and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (but shall not be obligatedif any) at any time declared, made or from time paid hereafter. If sufficient acceptances are received and/or sufficient Sema Shares are otherwise acquired, Schlumberger Investments intends to time in its sole discretion apply the provisions of Sections 428 to waive any Offer Condition or modify or amend the terms 430F (inclusive) of the OfferAct to acquire compulsorily any outstanding Sema Shares to which the Offer relates. When the Offer becomes or is declared unconditional in all respects, except that, without Schlumberger Investments intends to procure the prior written consent making of an application by Sema for the removal of Sema Shares from the Official List and for the cancellation of trading in Sema Shares on the London Stock Exchange's market for listed securities. It is anticipated that cancellation of listing and trading will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects. Schlumberger Investments would also intend to apply for de-listing of the Company, Purchaser shall Sema Securities from the Nasdaq National Market and from Euronext Paris. Such de-listings and cancellation would significantly reduce the liquidity and marketability of any Sema Securities not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant assented to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 9.01 and that none of the events set forth in Paragraph (2) of Exhibit Annex A hereto shall exist or have occurred and be continuing, Purchaser shallas promptly as practicable, and Parent shall cause Purchaser to, promptly (but in no event later than five days following eight business days, after the date hereof, Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) file with a tender offer (the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer "Offer") to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer issued and outstanding shares of Class A Common Stock for $5.20 per share (such amount, or any greater amount per share paid pursuant to the Amended Offer Documents shall be no sooner than Offer, the tenth Business Day following (and including "Per Share Amount") net to the day of) the initial filing of the Amended Offer Documents with the SECseller in cash. The obligations obligation of Purchaser to, Sub to consummate the Offer and of Parent to cause Purchaser to, accept for payment and to pay for any Shares shares of Class A Common Stock tendered pursuant to the Offer shall be subject only to only those the conditions set forth in Annex A (the “Offer Conditions”)hereto. Purchaser Sub expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer. Notwithstanding the foregoing, except thatno change may be made which (i) decreases the Per Share Amount, without the prior written consent of the Company, Purchaser shall not (Aii) decrease the Offer Price or change changes the form of the consideration payable to be paid in the Offer, (Biii) decrease reduces the number of Shares shares of Class A Common Stock sought pursuant to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (v) extends the expiration date of the Offer (which shall initially be the minimum period that the Offer must remain open under the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")) or (vi) otherwise alters or amends any term of the Offer in any manner adverse to the holders of shares of Class A Common Stock; provided, however, that (subject to the right of the parties to terminate this Agreement in accordance with Section 9.01) the Offer may be extended (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (C2) amend on one or waive more occasions (each such extension period not to exceed 10 business days at one time) if at the then scheduled expiration date of the Offer any of the conditions to Sub's obligations to accept for payment and pay for Class A Common Stock set forth in Annex A hereto shall not be satisfied or waived, (3) on one or more occasions for an aggregate period of not more than 10 business days if the Minimum Tender Condition (as defined in Annex A)A hereto) has been satisfied but less than 90% of the then outstanding shares of Class A Common Stock have been validly tendered and not properly withdrawn, and (D4) add to provide for a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act. Parent and Sub agree that, in the event Sub is unable to consummate the Offer on or prior to the expiration date of the Offer due to the failure of any conditions set forth on Annex A, (E) modify the conditions set forth on in Annex A in a manner adverse hereto to be satisfied, but subject to the holders right of Sharesthe parties to terminate this Agreement in accordance with Section 9.01 and to the right of Parent to exercise the Merger Trigger, (F) Parent shall cause Sub to, and Sub shall, extend the expiration Offer until the earlier of (i) July 31, 2000 or (ii) such time as each such condition has been satisfied or waived. Assuming the prior satisfaction or waiver of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse and subject to the holders foregoing right to extend the Offer, Sub shall pay for any and all shares of SharesClass A Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after termination thereof.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX X and that none so long as each of the events set forth in Paragraph (2) of Exhibit A hereto Tender Offer Conditions has been satisfied and no fact, occurrence or circumstance shall exist or have occurred and be continuingwhich would result in a failure to satisfy any of the Tender Offer Conditions, Purchaser shallsubject to the provisions of this Agreement, and Parent shall cause Purchaser toas promptly as reasonably practicable, promptly (but in no event later than five business days following the date hereof) file with the SEC amended Offer Documents to reflect the terms after execution of this Agreement (as so amendedAgreement, including any amendments theretoMerger Subsidiary shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The initial expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day 20th business day following the date the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act (and including the day of) the initial filing of the Amended Offer Documents with the SEC“Initial Expiration Date”). The obligations obligation of Purchaser toMerger Subsidiary to commence the Offer and accept for payment, and of Parent to cause Purchaser topay for, accept for payment and pay for any Shares shares tendered pursuant to the Offer shall be subject to only those conditions the satisfaction of the Tender Offer Conditions set forth in Annex A A, any of which, other than the Minimum Condition and the HSR Condition (the “Offer Conditions”each as defined in Annex A), may be waived by Parent and Merger Subsidiary in their sole discretion. Purchaser Parent and Merger Subsidiary expressly reserves reserve the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer; provided, except however, that, without the prior written consent of the Company, Purchaser neither Parent nor Merger Subsidiary shall not (Ai) decrease waive the Minimum Condition or the HSR Condition, (ii) reduce the number of shares subject to the Offer, (iii) reduce the Offer Price or Price, (iv) change the form of the consideration payable in the Offer, (v) amend any term or add any condition of the Offer (including the Tender Offer Conditions), in each case, in any manner that would adversely affect the shareholders of the Company in any material respect or (vi) extend the Initial Expiration Date, except as required by law and except that Parent and the Merger Subsidiary shall have the right, in their sole discretion, (A) to extend the expiration date of the Offer for up to ten business days after the Initial Expiration Date if as of that date there shall not have been tendered a number of shares that constitute at least 90% of the outstanding shares of the Company Common Stock on a fully-diluted basis, (B) decrease to elect to provide a subsequent offering period for the number Offer in accordance with Rule 14d-11 under the Exchange Act or (C) to extend the expiration date of Shares sought the Offer from time to time for successive periods of up to 20 business days each, but in no event later than the three-month anniversary of the date of this Agreement, if the Tender Offer Conditions have not been met. If on any scheduled expiration date of the Offer, the Offer would have expired without any shares being purchased because the Tender Offer Conditions have not been satisfied, Parent and Merger Subsidiary shall, at the request of the Company (subject always to the terms and conditions of this Agreement, including Article X), extend the expiration date of the Offer from time to time for successive periods of up to 20 business days each (but in no event later than the three-month anniversary of the date of this Agreement) unless Parent reasonably believes at such time that such conditions are not capable of being satisfied. Subject to the terms of the Offer, including the Tender Offer Conditions, Merger Subsidiary shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (Offer as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend soon after the expiration of the Offer except as required or it is legally permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Sharesdo so under applicable law.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 8.01 and provided further that none of the events set forth Company is prepared (in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuingaccordance with Section 1.02(a)), Purchaser shallto file with the SEC, and Parent shall cause Purchaser toto disseminate to holders of shares of Company Common Stock, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, subject to the terms and conditions of this Agreement, as promptly as practicable (but in no event later than five thirteen (13) business days following after the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence (as so amended, including any amendments thereto, within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “Amended Offer DocumentsSEC”). The Amended Offer Documents shall include ) the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment payment, and pay for for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to only those the satisfaction or waiver of the conditions set forth in Annex Exhibit A hereto (the “Offer Conditions”). Purchaser The initial expiration date of the Offer shall be at the time that is one minute following 11:59 p.m., Eastern time, on the date that is 20 business days (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act). Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time waive, in its sole discretion to waive discretion, in whole or in part, any Offer Condition or modify or amend the terms of the OfferOffer in any manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not, and Parent shall not permit Merger Sub to, (Ai) decrease reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price Price, (iii) waive, amend or modify the Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), terminate, or extend or otherwise amend or modify the expiration date of, the Offer, (vi) change the form or terms of the consideration payable in the Offer, (Bvii) decrease otherwise amend, modify or supplement any of the number terms of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined Offer in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a any manner adverse to the holders of SharesCompany Common Stock or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (FA) extend the Offer for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company), if at the scheduled expiration date of the Offer any of the Offer Conditions (other than the Minimum Tender Condition) shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived (irrespective of whether the Minimum Tender Condition has been satisfied) and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the SEC or the staff thereof or The Nasdaq Global Market (“Nasdaq”) applicable to the Offer; provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date. In addition, if at the otherwise scheduled expiration date of the Offer, each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Merger Sub may elect to (and if so requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to), extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent), but not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company); provided that the Company shall not request Merger Sub to, and Parent shall not be required to cause Merger Sub to, extend the Offer pursuant to this sentence on more than five occasions; provided, further, that Merger Sub shall not, and shall not be required to extend the Offer beyond the Outside Date. On the terms and subject only to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as promptly as practicable after the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in which shall be the terms or conditions next business day after the expiration of the Offer absent extenuating circumstances) and, in any event, no more than three business days after the expiration of the Offer. The time at which Merger Sub first irrevocably accepts for purchase the shares of Company Common Stock tendered in the Offer is adverse referred to as the “Offer Closing Time.” The Offer may not be terminated or withdrawn prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.01(a)), unless this Agreement is validly terminated in accordance with Section 8.01. If this Agreement is validly terminated in accordance with Section 8.01, Merger Sub shall promptly terminate the Offer and return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders of Sharesthereof. Nothing contained in this Section 1.01(a) shall affect any termination rights set forth in Section 8.01.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend Under the terms of the Offer, except thatwhich will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, without each Scheme Shareholder will be entitled to receive 44 xxxxx for each Scheme Share held (the prior written consent "Cash Value"), comprising for each Scheme Share: 42 xxxxx in cash (the "Cash Offer") and a special dividend of 2 xxxxx (the "Special Dividend") If, on or after the date of this Announcement and before the Effective Date, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the CompanyXpediator Shares (other than, Purchaser shall not (A) decrease or in excess of, the Offer Price or change Special Dividend), Bidco reserves the form of right to reduce the consideration payable under the terms of the Offer for the Xpediator Shares by an amount up to the amount of such dividend, distribution and/or return of capital (or excess, as applicable), excluding any amount in respect of the Excluded Shares, in which case the relevant eligible Xpediator Shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of capital. If Bidco exercises its rights described above, any reference in this Announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. The Cash Value of 44 xxxxx for each Scheme Share values the entire issued and to be issued share capital of Xpediator at approximately £62,342,907, and represents a premium of approximately: • 45.5 per cent. to the Closing Price of 30.3 xxxxx per Xpediator Share on 19 December 2022 (being the last Business Day before the date of the commencement of the Offer Period); • 18.9 per cent. to the Closing Price of 37.0 xxxxx per Xpediator Share on 5 April 2023 (being the last Business Day before the date of this Announcement); and • 79.7 per cent. to the volume weighted average Closing Price of 24.5 xxxxx per Xpediator Share for the three-month period ended 19 December 2022. Under the terms of the Offer, a Loan Note Alternative will be available to Scheme Shareholders (Bother than Scheme Shareholders resident or located in a Restricted Jurisdiction, including the United States), which will enable eligible Scheme Shareholders to elect to receive Loan Notes in lieu of part or all of the cash consideration to which they would otherwise be entitled under the terms of the Offer. Further details in relation to the Loan Note Alternative are set out in paragraph 10 below. The Xpediator Directors intend to declare and pay the Special Dividend of 2 xxxxx per Xpediator Share to Xpediator Shareholders on the register of members of Xpediator at the Scheme Record Time. The Special Dividend is conditional upon, and only payable if, the Scheme becomes Effective (or, if the Offer is implemented by way of a Takeover Offer, the Takeover Offer is declared unconditional in all respects). Further details are set out in paragraph 18 of this Announcement. The Xpediator Shares owned or controlled by Cogels Investments (being 37,260,660 Xpediator Shares as at the Latest Practicable Date) decrease the number of will not be Scheme Shares sought and will not be acquired by Bidco pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of . Upon the Offer except as required becoming Effective, Cogels Investments will: (i) indirectly contribute 36,299,777 Xpediator Shares owned or permitted controlled by Section 2.1(a)(ii) or it (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.representing approximately

The Offer. (a) (i) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuingAgreement, Purchaser Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, promptly use commercially reasonable efforts to commence within three (but 3) Business Days (and in no any event later than five days following the date hereofMerger Sub shall, and Parent shall cause Merger Sub to, commence within ten (10) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments theretoBusiness Days), the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “Amended Offer DocumentsSEC”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment payment, and pay for for, any Shares shares of the Company Common Stock tendered pursuant to the Offer shall be are subject only to only those the conditions set forth in Annex A Exhibit C as such conditions may be modified in accordance with the express terms of this Agreement. The initial expiration date of the Offer shall be midnight (New York City time) on the twentieth (20th) business day following commencement of the Offer (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Offer ConditionsExchange Act”)). Purchaser Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive waive, in whole or in part, any condition to the Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not (Ai) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease reduce the number of Shares sought pursuant shares of the Company Common Stock subject to the Offer, (Cii) reduce the Offer Price, (iii) waive or amend or waive the Minimum Tender Condition (as defined in Annex A)Condition, (Div) add to the conditions set forth on Annex A, (E) in Exhibit C or modify the conditions any condition set forth on Annex A in a Exhibit C in any manner adverse to the holders of Sharesthe Company Common Stock, (Fv) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of the Company Common Stock. The parties hereto agree to cooperate in good faith to modify the terms of the Offer as and if required by the SEC. Notwithstanding any provision of this Agreement to the contrary, Merger Sub shall extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer); provided, however, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with its terms, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for one (1) or more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may be agreed by the Company); provided, however, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. Upon the mutual written consent of the parties hereto, each in its sole discretion, Merger Sub shall extend the Offer on one or more occasions for an aggregate period of not more than ten (10) Business Days each to the extent that, on such expiration date, all conditions to the Offer are satisfied but the shares of Company Common Stock that have been validly tendered and not validly withdrawn pursuant to the Offer, considered together with all other shares of Company Common Stock owned by Parent and its subsidiaries, shall constitute less than ninety percent (90%) of the outstanding shares of Company Common Stock. If all of the conditions set forth in Exhibit C are satisfied but the number of shares of the Company Common Stock that have been validly tendered and not withdrawn in the Offer and accepted for payment, together with any shares of the Company Common Stock then owned by Parent or Merger Sub, is less than ninety percent (90%) of the outstanding shares of the Company Common Stock, Merger Sub may in its sole discretion make available one (1) or more “subsequent offering periods”, in accordance with Rule 14d-11 of the Exchange Act, of not less than ten (10) Business Days and not more than twenty (20) Business Days in the aggregate for all subsequent offering periods. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of Tax pursuant to Section 2.02(h)) all shares of the Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer except (as required or permitted by it may be extended and re-extended in accordance with this Section 2.1(a)(ii1.01(a)). Nothing contained in this Section 1.01(a) or (iii), or (G) make shall affect any other change termination rights in the terms or conditions of the Offer which is adverse to the holders of SharesArticle VIII.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none As promptly as practicable after the public announcement of the events execution hereof, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of the Company ("Company Common Stock") (including the related rights (the "Company Rights") to purchase the Company's Series A Junior Participating Preferred Stock, par value $.01 per share ("Company Junior Preferred Stock"), pursuant to the Rights Agreement, dated as of January 1, 1996 (as amended, the "Company Rights Plan"), between the Company and Chicago Trust Company of New York, as rights agent), at a price of $13.75 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to the conditions set forth in Paragraph (2) of Exhibit Annex A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”)hereto. The Amended Offer Documents shall include date on which the Offer commences (within the meaning of Rule 14d-2 under the Exchange Act) shall hereinafter be referred to purchase all outstanding Shares at as the "Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. Date." The obligations of Purchaser to, to commence the Offer and of Parent to cause Purchaser to, accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to there being validly tendered and not withdrawn immediately prior to the expiration of the Offer that number of Shares that represents at least a majority of the outstanding shares of Company Common Stock on a fully-diluted basis (including without limitation all shares issuable upon the conversion of any convertible securities or upon exercise of any options, warrants or other rights) (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made that decreases the price per Share payable in the Offer or reduces the maximum number of Shares to be purchased in the Offer or imposes conditions to the Offer in addition to those set forth in Annex A hereto or increases the Minimum Condition. The date on which Purchaser shall purchase and pay for Shares tendered pursuant to the Offer shall hereinafter be subject referred to only those conditions set forth in Annex A (as the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares"Purchase Date."

The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable (aand in any event on or prior to February 7, 2017) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none after the execution of the events set forth Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Paragraph (2) Section 15—"Conditions of Exhibit A hereto shall exist or have occurred and be continuingthe Offer" of this Offer to Purchase, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer promptly after Purchaser is legally permitted to do so under applicable law in accordance with the Exchange Act. Textron and Purchaser expressly reserve the right to waive (where permitted by applicable law), in their sole discretion, in whole or in part, any Shares tendered pursuant of the conditions to the Offer shall be subject to only those conditions set forth in Annex A (the “Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer Conditions”). Purchaser expressly reserves to Purchase, to increase the right (but shall not be obligated) at Offer Price or to make any time or from time to time other changes in its sole discretion to waive any Offer Condition or modify or amend the terms and conditions of the Offer, except that, without unless otherwise contemplated by the prior written consent of the CompanyMerger Agreement or as previously approved by Arctic Cat in writing, Purchaser shall is not permitted to (Ai) decrease the Offer Price or Price, (ii) change the form of the consideration payable in the Offer, (Biii) decrease reduce the maximum number of Shares sought pursuant to be purchased in the Offer, (Civ) amend or waive the Minimum Tender Condition (as defined in Annex A)Condition, (Dv) add amend any of the other conditions and requirements to the conditions Offer set forth on Annex A, (E) modify in Section 15—"Conditions of the conditions set forth on Annex A Offer" in a manner materially adverse to the holders of Shares, Shares or (Fvi) extend the expiration Expiration Date in a manner other than in accordance with the Merger Agreement. 38 The Merger Agreement provides that Purchaser: • will 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, as well as any of the rules and regulations, including listing standards, of NASDAQ or any other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded; and • unless the Offer except as required or is terminated in accordance with the Merger Agreement, in the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived as of any then scheduled Expiration Date, Purchaser may, in its sole discretion, extend the Offer for successive extension periods of not more than twenty (20) business days each in order to permit the satisfaction of the conditions to the Offer set forth in the Merger Agreement and described in Section 2.1(a)(ii15—"Conditions of the Offer" of this Offer to Purchase. The Merger Agreement further provides that, unless the Offer is terminated in accordance with the Merger Agreement, in the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived by Purchaser or Textron as of any then scheduled Expiration Date, and the Arctic Cat Board has not effected an Adverse Recommendation Change (as defined below), Arctic Cat may, in its sole discretion and by written notice at least two (2) business days prior to the then scheduled Expiration Date, request that Purchaser extend the Offer for one period of ten (10) business days until all of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are satisfied or, where permitted by applicable law, validly waived by Purchaser or Textron. In no event will Purchaser be required to extend the Offer beyond the earlier to occur of (a) the date the Merger Agreement is terminated in accordance with its terms or (iii)b) May 24, 2017. The foregoing paragraphs will not be deemed to impair, limit or (G) make otherwise restrict in any other change manner Textron's rights to terminate the Merger Agreement in accordance with its terms. After acceptance for payment of Shares in the Offer, if Textron and Purchaser, directly or indirectly, do not hold, in the aggregate, at least 90% of the outstanding Shares so as to permit Purchaser to consummate the Merger as a "short-form" merger pursuant to Section 302A.621 of the MBCA, then Purchaser will provide the Subsequent Offering Period in accordance with Rule 14d-11 under the Exchange Act of not less than three (3) nor more than twenty (20) business days as determined in the sole discretion of Textron or Purchaser. Subject to the terms or and conditions of the Merger Agreement and the Offer, Purchaser will immediately accept for payment and pay for all Shares validly tendered in the Offer which during any such Subsequent Offering Period and such Shares cannot be withdrawn. Textron will provide or cause to be provided to Purchaser the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. If Purchaser exercises the Top Up Option (as described below), it will not be required to provide for the Subsequent Offering Period. Purchaser will not terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of Arctic Cat, except if the Merger Agreement has been terminated pursuant to its terms. If the Merger Agreement is adverse terminated pursuant to its terms, then Purchaser is required to promptly (and in any event within forty-eight (48) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is terminated pursuant to its terms prior to the purchase of Shares in the Offer, Purchaser will promptly return and will cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares to the registered holders thereof. Textron and Purchaser will timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the transactions contemplated by the Merger Agreement required to be filed pursuant to Chapter 80B of the Minnesota Statutes and will disseminate to the holders of Shares via this Offer to Purchase and the other documents related thereto the information set forth in any such registration statement to the extent and within the time period required by Chapter 80B of the Minnesota Statutes. Arctic Cat Board of Directors Pursuant to the Merger Agreement, effective immediately after the Acceptance Time, and at all times thereafter, subject to compliance with the provisions of the Restated Articles of Incorporation of Arctic Cat, the Amended and Restated Bylaws of Arctic Cat, applicable law and the Listing Rules of the NASDAQ, Textron will be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Arctic Cat Board as is equal to the product of the total number of directors on the Arctic Cat Board (giving effect to the directors elected or designated by Textron pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Textron, Purchaser or any of their respective affiliates bears to the total number of Shares then outstanding. Textron will be entitled to designate at least a majority of the directors on the Arctic Cat Board as long as Textron, Purchaser and their affiliates beneficially own a majority of the outstanding Shares. Arctic Cat has agreed to take all actions as are necessary to enable Textron's designees to be elected or designated to the Arctic Cat Board, including increasing the size of the Arctic Cat Board and seeking and accepting the resignations of its incumbent directors. Prior to the Effective Time, notwithstanding the above obligations with respect to Textron's designees, the Arctic Cat Board will always have at least two (2) members who are not officers, directors, employees or designees of Textron or Purchaser or any of their affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two (2) prior to the Effective Time, the remaining director who is not a Purchaser Insider will be entitled to designate a person to fill such vacancy who is not a Purchaser Insider and who will be a director not deemed to be a Purchaser Insider for all purposes of the Merger Agreement, and Arctic Cat will cause such designee to be appointed to the Arctic Cat Board. If the number of directors who are not Purchaser Insiders is reduced to zero, then the other directors on the Arctic Cat Board will designate and appoint to the Arctic Cat Board two (2) directors who are not officers, directors, employees or otherwise affiliated with Textron or Purchaser (other than as a result of such designation). Arctic Cat will also use its reasonable best efforts to cause individuals designated by Textron to constitute the same percentage as persons designated by Textron on the Arctic Cat Board of (i) each committee of the Arctic Cat Board, (ii) each board of directors (or other similar body) of each subsidiary of Arctic Cat and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. After Textron's designees are elected or appointed to the Arctic Cat Board and prior to the Effective Time, the approval of a majority of the directors of Arctic Cat then in office who are not Purchaser Insiders (or the approval or direction of the sole director if there will only be one (1) director then in office who is not a Purchaser Insider) is required, and such approval will constitute the authorization of the Arctic Cat Board and no other action on the part of Arctic Cat, including any action by any other director of Arctic Cat, will be required to authorize any such action, for Arctic Cat to: • amend or terminate the Merger Agreement; • extend the time for performance of any obligation or action by Textron or Purchaser under the Merger Agreement; or • waive or enforce any of Arctic Cat's rights or any of the obligations of Textron or Purchaser under the Merger Agreement.

The Offer. (a) As promptly as reasonably practicable (iand in any event within ten (10) Provided that Business Days after the date of this Agreement shall not have been terminated in accordance with Article IX Agreement, as such period may be extended if and that none to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(g) or other information required from Representatives of the events set forth in Paragraph Company is delayed, the Purchaser shall (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause the Purchaser to) commence, promptly (but in no event later than five days following within the date hereof) file with meaning of Rule 14d-2 under the SEC amended Offer Documents to reflect the terms of this Agreement (as so amendedExchange Act, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase any and all of the outstanding Shares for cash at the Offer Price. The expiration date ; provided, however, that if any Governmental Authority shall have issued an Order or taken any other action temporarily restraining, enjoining or otherwise prohibiting the commencement of the Offer pursuant and provided further that Parent and the Purchaser shall have, prior to such issuance, used their commercially reasonable efforts to oppose any such action by such Governmental Authority, then such period to commence the Offer may be extended by up to an additional ten (10) Business Days, during which Parent and the Purchaser shall use reasonable best efforts to successfully overturn such action by such Governmental Authority. For the avoidance of doubt, nothing in this Section 1.1 shall require the Purchaser to commence the Offer at any time in violation of any Order or other action by any Governmental Authority temporarily restraining, enjoining or otherwise prohibiting the commencement of the Offer. Notwithstanding anything to the Amended contrary in this Agreement, if the Purchaser shall not have commenced the Offer Documents shall be no sooner by May 5, 2016 (the “Offer Deadline”) for any reason other than a failure by the tenth Business Day following (and including Company to satisfy its obligations under Section 1.1(g) or the day of) the initial filing receipt of other information from Representatives of the Amended Offer Documents Company having been delayed, the Company may in its sole discretion terminate the Agreement in accordance with the SECSection 7.1(k) hereof. The obligations consummation of Purchaser tothe Offer, and the obligation of Parent the Purchaser to cause Purchaser to, accept for payment and pay for any 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 only those the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned by the Purchaser 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 (to the extent such procedures are permitted by the Purchaser) that have not yet been received by the depositary for the Offer pursuant to such procedures) (collectively, the “Minimum Condition”) and (ii) the satisfaction, or waiver by the Purchaser (to the extent permitted in Annex I), of the other conditions and requirements set forth in Annex A (I. Subject to this Section 1.1 and Annex I, the “conditions and requirements to the Offer Conditions”). set forth in Annex I are for the sole benefit of the Purchaser expressly reserves and may be asserted by the right (but shall not Purchaser regardless of the circumstances giving rise to such condition or may be obligated) waived by the Purchaser, in its sole discretion, in whole or in part at any time or and from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Sharestime.

The Offer. (a) As promptly as reasonably practicable, and in any event no later than ten (i10) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none Business Days of the events set forth in Paragraph (2) date of Exhibit A hereto shall exist or have occurred and be continuingthis Agreement, Purchaser Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, promptly commence (but in no event later than five days following within the date hereof) file with meaning of Rule 14d-2 under the SEC Securities Exchange Act of 1934, as amended Offer Documents to reflect (including the terms of this Agreement (as so amended, including any amendments theretorules and regulations promulgated thereunder, the “Amended Offer DocumentsExchange Act”). The Amended Offer Documents shall include the Offer ) an offer to purchase all outstanding Shares shares of Company Common Stock at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser toMerger Sub, and of Parent to cause Purchaser toMerger Sub, to accept for payment and pay for any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to only those the satisfaction or waiver by Merger Sub of the conditions set forth in Annex A hereto (the “Offer Conditions”). Purchaser Merger Sub expressly reserves the right (but shall not be obligated) right, in its sole discretion, to waive any Offer Condition in whole or in part, at any time or from time to time in its sole discretion time, or to waive any Offer Condition or modify or amend the terms or conditions of the Offer, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not, and Parent shall not permit Merger Sub to, (Ai) decrease reduce the Offer Price or Price, (ii) change the form of the consideration payable in the Offer, (Biii) decrease reduce the number of Shares sought pursuant shares of Company Common Stock subject to the Offer, (Civ) amend waive or waive change the Minimum Tender Condition or the Termination Condition (each as defined in Annex A), (Dv) add to the conditions set forth on Annex AOffer Conditions, (Evi) terminate, or extend or otherwise amend or modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration date of the Offer except as required or permitted by Section 2.1(a)(ii1.1(b) or (iii)vii) amend, modify or (G) make supplement any other change in the terms Offer Condition or conditions any term of the Offer which is set forth in this Agreement in a manner (other than in an immaterial manner) adverse to the holders of SharesCompany Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be tendered in the Offer; provided, that the Company shall be permitted to tender Company Common Stock held or beneficially owned by the Company pursuant to or in respect of a Company Plan or a trust that relates to obligations pursuant to a Company Plan.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX ARTICLE 7 and that none of the events set forth in Paragraph clauses (2c) or (d) of Exhibit A the first paragraph of Annex B hereto shall exist or have occurred and be continuing, Purchaser shallwithin ten business days (as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, and Parent shall cause Purchaser to, promptly (but in no event later than five days following “Business Days”) after the date hereof, Merger Sub shall (and the Company shall cooperate with Merger Sub to) file with commence (within the SEC amended Offer Documents to reflect meaning of Rule 14d-2 promulgated under the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer Exchange Act) an offer to purchase all outstanding Shares shares of Common Stock of the Company at the Offer Price. The expiration date purchase price of the Offer $30.00 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except thatthe “Per Share Amount”) and shall, without the prior written consent upon commencement of the CompanyOffer but after affording the Company and its counsel reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made thereby, Purchaser shall not file a Tender Offer Statement on Schedule TO (Atogether with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) decrease and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 promulgated under the Exchange Act, in each case in connection with the Offer Price or change (the form of the consideration payable in “Offer Documents”), and shall consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer Documents will comply in all material respects with the provisions of all applicable Federal securities Laws. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the conditions set forth in Annex B hereto (B) decrease the number “Tender Offer Conditions”), Merger Sub shall, upon the expiration of Shares sought the Offer, accept for payment, and pay for (after giving effect to any required withholding or stock transfer Tax), all shares of Common Stock validly tendered pursuant to the Offer and not withdrawn on the Acceptance Date. The obligation of Merger Sub to accept for payment and to pay for any shares of Common Stock validly tendered shall be subject solely to the satisfaction or waiver by Merger Sub of the Tender Offer Conditions. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such seller. No shares of Common Stock held by the Company or its Subsidiaries shall be tendered pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Provided The Merger Agreement provides that this Agreement shall not have been terminated in accordance with Article IX and that none the Purchaser will commence the Offer as promptly as practicable after the execution of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shallMerger Agreement, and Parent shall cause Purchaser tothat, promptly (but in no event later than five days following subject to the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date satisfaction of the Offer pursuant to Minimum Condition and the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing other conditions that are described in Section 14 — “Conditions of the Amended Offer Documents with Offer,” the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, will accept for payment and pay for any all Shares validly tendered pursuant to and not properly withdrawn in the Offer shall be subject as promptly as practicable after the Purchaser is legally permitted to only those conditions set forth in Annex A (do so. IDEX and the “Offer Conditions”). Purchaser expressly reserves reserved the right (but shall not be obligated) at to increase the Offer Price or to make any time or from time to time other changes in its sole discretion to waive any Offer Condition or modify or amend the terms and conditions of the Offer, except that, that without the Microfluidics’ prior written consent of approval the Company, Purchaser shall is not permitted to (Ai) decrease the Offer Price or Price, (ii) change the form of the consideration payable in the Offer, (Biii) decrease reduce the maximum number of Shares sought pursuant to be purchased in the Offer, (Civ) impose conditions to the Offer in addition to those described in Section 14 — “Conditions of the Offer,” (v) amend or waive the Minimum Tender Condition (as defined in Annex A)Condition, (Dvi) add amend any of the other conditions and requirements to the conditions set forth on Annex A, (E) modify Offer described in Section 14 — “Conditions of the conditions set forth on Annex A Offer” in a manner materially adverse to the holders of Shares, Microfluidics’ stockholders or (Fvii) extend the expiration Expiration Date in a manner other than in accordance with the Merger Agreement; provided, however, that if the aggregate amount of Microfluidics’ Expenses related to the transactions contemplated by the Merger Agreement and the other payments described in the Merger Agreement exceeds or is expected to exceed $2,750,000, the Purchaser may decrease the Offer Price in accordance with the terms of the Offer except Merger Agreement. The Merger Agreement provides that the Purchaser will extend the Offer: • to the extent required by applicable laws or applicable rules, regulations, interpretations or positions of the SEC; • for one or more periods of up to 20 business days each until March 18, 2011, if at the Expiration Date any of the conditions to the Offer, other than the Minimum Condition, have not been satisfied or waived by IDEX and the Purchaser; • at Microfluidics’ request for a period of up to 10 business days, so long as required no Acquisition Proposal has been publicly disclosed or permitted communicated to Microfluidics; and • at Microfluidics’ request for a period of three business days, if by Section 2.1(a)(ii) the Expiration Date, Microfluidics failed to perform or (iii), comply with any agreement or (G) make any other change covenant contained in the terms Merger Agreement and did not have at least three business days notice to correct such failure, so long as no Acquisition Proposal has been publicly disclosed or conditions communicated to Microfluidics. After acceptance for payment of Shares in the Offer, if IDEX, the Purchaser and their subsidiaries and affiliates do not hold, in the aggregate, at least 90% of the Offer which issued and outstanding Shares so as to permit the Purchaser to complete the Short-Form Merger, then the Purchaser may provide a Subsequent Offering Period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Purchaser is adverse required to the holders of Shares.immediately accept for payment, and promptly pay for, all Shares validly tendered in any Subsequent Offering Period. 34

The Offer. The Issuer agrees to use commercially reasonable efforts to promptly commence and consummate an exchange offer for any and all of the Bonds (athe “Offer”) (i) Provided that this Agreement to effectuate the New Rate, which Offer shall not have been terminated in accordance with Article IX be subject to a minimum condition. Prior to commencement, Sirius, the Issuer and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement Initial Holders (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day ofdefined below) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to will determine in good faith whether the Offer shall be subject conducted pursuant to only those conditions set forth in Annex A Section 5 of the Securities Act of 1933, as amended (the “Offer ConditionsSecurities Act”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make pursuant to an exemption therefrom and whether compliance with all or any other change in the terms or conditions portion of Section 14 of the Securities Exchange Act of 1934, as amended, is required. Absent an alternative agreement by Sirius, the Issuer and the Initial Holders, the Offer which shall be conducted pursuant to Section 5 of the Securities Act and in compliance with Section 14 of the Securities Exchange Act. Once commenced, the Issuer shall not otherwise amend, modify, terminate or withdraw the Offer other than pursuant to this Agreement or to otherwise comply with law. The term “Bond Indenture” as used in this Agreement also refers to any supplemental indenture or new indenture, and the term “Bonds” also refers to any bonds issued in exchange for the Bonds, all as may be utilized to effectuate the Offer. The new indenture, indenture amendment, or indenture supplement and the requirement to pay the New Rate will become effective if and only if the Merger is adverse to consummated. The Issuer shall comply with all applicable laws and any applicable contracts in effecting the holders of SharesOffer and the transactions contemplated thereby.

The Offer. (a) As promptly as reasonably practicable, and in any event within five (i5) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none Business Days of the events set forth in Paragraph (2) date of Exhibit A hereto shall exist or have occurred and be continuingthis Agreement, Purchaser Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, promptly commence (but in no event later than five days following within the date hereof) file with meaning of Rule 14d-2 under the SEC Securities Exchange Act of 1934, as amended Offer Documents to reflect (including the terms of this Agreement (as so amended, including any amendments theretorules and regulations promulgated thereunder, the “Amended Offer DocumentsExchange Act”). The Amended Offer Documents shall include the Offer ) an offer to purchase all outstanding Shares shares of Company Common Stock at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser toMerger Sub, and of Parent to cause Purchaser toMerger Sub, to accept for payment and pay for any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to only those the satisfaction or waiver by Merger Sub of the conditions set forth in Annex A hereto (the “Offer Conditions”). Purchaser Merger Sub expressly reserves the right (but shall not be obligated) right, in its sole discretion, to waive any Offer Condition in whole or in part, at any time or from time to time in its sole discretion time, or to waive any Offer Condition or modify or amend the terms or conditions of the Offer, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not, and Parent shall not permit Merger Sub to, (Ai) decrease reduce the Offer Price or Price, (ii) change the form of the consideration payable in the Offer, (Biii) decrease reduce the number of Shares sought pursuant shares of Company Common Stock subject to the Offer, (Civ) amend waive or waive change the Minimum Tender Condition or the Termination Condition (each as defined in Annex A), (Dv) add to the conditions set forth on Annex AOffer Conditions, (Evi) terminate, or extend or otherwise amend or modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration date of the Offer except as required or permitted by Section 2.1(a)(ii1.1(b) or (iii)vii) amend, modify or (G) make supplement any other change in the terms Offer Condition or conditions any term of the Offer which is set forth in this Agreement in a manner adverse to the holders of SharesCompany Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be tendered in the Offer; provided that the Company shall be permitted to tender Company Common Stock held or beneficially owned by the Company pursuant to or in respect of a Company Plan or a trust that relates to obligations pursuant to a Company Plan.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of Subject to the events conditions set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing1, Purchaser Merger Sub shall, as promptly as practicable and Parent shall cause Purchaser to, promptly (but in no event later than five days following ten (10) Business Days after the date hereof, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer a tender offer to purchase all of the outstanding Shares shares of common stock, par value $0.0001 per share of the Company (the "Shares") at a price of $0.20 per Share in cash, net to the seller but subject to any required withholding of Taxes (as required by Section 4.2(g)) (such tender offer and price, the "Offer" and the "Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC," respectively). The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, commence the Offer and accept for payment payment, and pay for for, any Shares tendered pursuant to the Offer shall be are subject only to only those the conditions set forth in Annex A Exhibit 1. The initial expiration date of the Offer shall be midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the “initial "Expiration Date" and any expiration time and date established pursuant to an extension of the Offer Conditions”as so extended in accordance with this Agreement, also an "Expiration Date"). Purchaser Merger Sub expressly reserves the right (but shall i) if the Minimum Tender Condition (as defined in Exhibit 1) has not be obligatedbeen satisfied or if a Change of Recommendation has been made, to increase the Offer Price and (ii) at any time or from time to time in its sole discretion to waive any condition to the Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not (Au) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease reduce the number of Shares sought pursuant subject to the Offer, (Cv) reduce the Offer Price, (w) modify or amend or waive the Minimum Tender Condition (as defined in Annex A)Condition, (Dx) add to the conditions set forth on Annex A, (E) in Exhibit 1 or modify the conditions or amend any condition set forth on Annex A in a Exhibit 1 in any manner adverse to the holders of SharesShares or which would reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the Offer by Parent or Merger Sub, (Fy) except as otherwise provided in this Section 1.1(a), extend the Offer or (z) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (A) extend the Offer for one or more consecutive increments of not more than ten Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub's obligation to purchase Shares are not satisfied or waived, (B) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or (C) make available a "subsequent offering period" in accordance with Exchange Act Rule 14d-11. In addition, if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten Business Days each until the earlier of the termination of this Agreement in accordance with its terms and the date that is the thirtieth (30th) Business Day after the commencement of the Offer (the initial "Outside Date," provided that Parent may, in its sole discretion, extend the Outside Date by providing written notice to the Company, provided further that Parent may not extend such date beyond May 30, 2008, also an "Outside Date"). In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly, own more than 90% of the outstanding Shares. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or Offer, and, in any event, in compliance with Rule 14e-1 under the Exchange Act (iiithe date of acceptance and payment for Shares validly tendered and not withdrawn pursuant to the Offer, the "Purchase Date"). Without the prior written consent of the Company (which it may withhold in its sole discretion), Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or (G) make pay for any other change Shares in the terms Offer if, as a result, Merger Sub would acquire 50% or conditions less of the aggregate number of Shares outstanding at the time of the expiration of the Offer. For purposes of this Agreement, the term "Business Day" shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act. On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act , a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase the Shares and a related letter of transmittal (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 shall cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by the applicable federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the "Securities Laws"). The Offer Documents shall comply in all material respects with the Securities Laws. Each of Parent, Merger Sub and the Company agrees to use all reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is adverse or shall become false or misleading in any material respect or as otherwise required by the Securities Laws. Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by the Securities Laws. Parent and Merger Sub shall deliver copies of the proposed form of the Offer Documents to the Company, and the Company and its counsel shall be given an opportunity to review and comment on the Offer Documents (including any amendments or supplements thereto), in each case, within a reasonable time before they are filed with the SEC or disseminated to the holders of Shares. Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any written or oral responses to such comments. Parent and Merger Sub agree to use all reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In connection with the Offer, Parent shall at its expense engage an information agent of national reputation reasonably acceptable to the Company. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the board of directors of the Company (the "Company Board") described in Section 5.1(c)(ii), as such recommendations may be amended and until such recommendations may be withdrawn, in each case as permitted by this Agreement.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing7, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable (but in no event later than five days following ten (10) Business Days) after the date hereof, Merger Sub shall (and Parent shall cause Merger Sub to) file with commence, within the SEC amended Offer Documents to reflect meaning of Rule 14d 2 under the terms of this Agreement (as so amendedExchange Act, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase for cash any and all outstanding (i) Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(b)) at the Company Share Offer Price, (ii) shares of Series A Preferred Stock at the Series A Offer Price and (iii) shares of Series B Preferred Stock at the Series B Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser toMerger Sub shall, and of Parent to shall cause Purchaser Merger Sub to, accept for payment payment, purchase and pay for any all Company Shares and shares of Company Preferred Stock, as applicable, validly tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall and not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought properly withdrawn pursuant to the Offer, subject only to: (Ca) amend there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date (1) that number of Company Shares and shares of Company Preferred Stock that, together with the number of Company Shares and shares of Company Preferred Stock (if any) then owned by the Parent, equals at least a majority in voting power of the Company Shares and shares of Company Preferred Stock then issued and outstanding, voting together as a single class, (2) that number of shares of Series A Preferred Stock that, together with the number of shares of Series A Preferred Stock (if any) then owned by Parent, equals at least a majority of the shares of Series A Preferred Stock then issued and outstanding, and (3) that number of shares of Series B Preferred Stock that, together with the number of shares of Series B Preferred Stock (if any) then owned by Parent, equals at least a majority of the shares of Series B Preferred Stock then issued and outstanding (collectively, the “Minimum Condition”); and (b) the satisfaction, or waive waiver by Merger Sub, of the Minimum Tender Condition (as defined other conditions and requirements set forth in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.I.

The Offer. (a) Provided that (i) Provided that this Agreement shall not have been terminated in accordance with Article IX VIII hereof, (ii) nothing shall have occurred that would render any of the conditions set forth in Section 1 of Annex B incapable of being satisfied and that (iii) none of the events conditions set forth in Paragraph (2) Section 2 of Exhibit A Annex B hereto shall exist or have occurred and be continuing, Parent shall cause Purchaser (and the Company shall cooperate with Parent and Purchaser subject to Section 6.02(e)) to commence (within the meaning of Rule 14d-2 of the Exchange Act), as promptly as reasonably practicable after the date of this Agreement but in no event more than ten (10) Business Days thereafter, an offer to purchase all outstanding shares of Company Common Stock (including the associated rights to purchase shares of capital stock of the Company (“Rights”) issued pursuant to that certain Shareholder Rights Plan dated as of December 23, 2006, by and between the Company and Wxxxx Fargo Bank, National Association, as Rights Agent (the “Rights Plan”)) (each such share of Company Common Stock, together with the associated Rights, a “Share” and collectively, “Shares”) at a price of $19.50 per Share, net to the sellers in cash (such amount, or any greater amount per Share paid pursuant to the Offer, the “Offer Price”). Promptly after the later of: (i) the earliest date as of which Parent is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Tender Offer Conditions shall have been satisfied or waived (and in any event in compliance with Rule 14e-1(c)), Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser it to, accept for payment payment, and pay for (after giving effect to any required withholding Tax), all Shares validly tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A and not withdrawn (the time and date of acceptance for payment, the “Offer ConditionsAcceptance Date”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of Subject to the events conditions set forth in Paragraph (2) of on Exhibit A hereto shall exist or have occurred and be continuing1, Purchaser Merger Sub shall, as promptly as practicable and Parent shall cause Purchaser to, promptly (but in no event later than five days following ten (10) Business Days after the date hereof, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) file a tender offer to purchase all of the outstanding shares of Common Stock, par value $0.01 per share of the Company, including, if any, the associated preferred stock purchase rights (the “Rights,” and together with the SEC amended Offer Documents to reflect shares of the terms of this Agreement (as so amended, including any amendments theretoCompany’s Common Stock, the “Amended Offer DocumentsShares”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer ) issued pursuant to the Amended Rights Agreement, dated as of September 13, 1999, between the Company and the Bank of New York (the “Rights Agreement”), at a price of $95.50 per Share in cash, net to the seller but subject to any required withholding of Taxes (such tender offer and price as they may from time to time be amended in accordance with this Agreement, the “Offer,” and the “Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SECPrice,” respectively). The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, commence the Offer and accept for payment payment, and pay for for, any Shares tendered pursuant to the Offer shall be are subject only to only those the conditions set forth in Annex A Exhibit 1. The initial expiration date of the Offer shall be the later of (x) midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) and (y) January 2, 2008 (the initial “Expiration Date” and any expiration time and date established pursuant to an extension of the Offer Conditionsas so extended, also an “Expiration Date”). Purchaser Merger Sub expressly reserves the right (but shall x) if the Minimum Tender Condition (as defined in Exhibit 1) has not be obligatedbeen satisfied or if a Change of Recommendation has been made, to increase the Offer Price and (y) at any time or from time to time in its sole discretion to waive any condition to the Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not (Ai) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease reduce the number of Shares sought pursuant subject to the Offer, (Cii) reduce the Offer Price, (iii) modify, amend or waive the Minimum Tender Condition (as defined in Annex A)Condition, (Div) add to the conditions set forth on Annex A, (E) in Exhibit 1 or modify the conditions or amend any condition set forth on Annex A in a Exhibit 1 in any manner adverse to the holders of Shares, (Fv) except as otherwise provided in this Section 1.1(a), extend the expiration Offer, (vi) change the form of consideration payable in the Offer or (vii) except as may be required by any Governmental Entity, modify or amend the terms of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make in any other change in the terms or conditions of the Offer which is manner adverse to the holders of the Shares. Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the termination of this Agreement in accordance with Section 8.1 hereof. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (i) extend the Offer for one or more consecutive increments of not more than ten Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub’s obligation to purchase Shares are not satisfied or waived, (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer or (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11 (any extension pursuant to this sentence being a “Parent Extension”). In addition, (x) if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten Business Days each until the earlier of the termination of this Agreement in accordance with its terms and May 23, 2008 (the “Outside Date”) and (y) at any time prior to the initial Expiration Date, Merger Sub shall and Parent shall cause Merger Sub to, extend the Offer at the request of the Company one time for ten Business Days if the Company has received an Acquisition Proposal prior to the initial Expiration Date that has not been withdrawn as of the date of the request for the extension of the Offer by the Company; provided, that nothing in clause (y) shall relieve the Company of any of its obligations under this Agreement, including Section 6.2; provided, further, that no request by the Company to Parent and Merger Sub to extend the Offer pursuant to this sentence, in and of itself, shall be considered a violation of Section 6.2. In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly, own more than 90% of the outstanding Shares. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer, and, in any event, in compliance with Rule 14e-1 under the Exchange Act (the date of acceptance for payment for Shares validly tendered and not withdrawn pursuant to the Offer, the “Purchase Date”). Without the prior written consent of the Company, Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or pay for any Shares in the Offer if, as a result, Merger Sub would acquire less than the number of Shares necessary to satisfy the Minimum Tender Condition.

The Offer. (a) On the terms and subject to the provisions of this Agreement, as promptly as practicable following the date hereof and in any event not later than ten Business Days (ias defined in Section 9.5) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of after the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and date hereof Parent shall cause Purchaser Acquisition Subsidiary to, promptly and Acquisition Subsidiary shall, commence within the meaning of Rule l4d-2 under the Securities Exchange Act of 1934, as amended (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto"Exchange Act"), the “Amended Offer Documents”)Offer. The Amended Offer Documents shall include the Offer obligation of Parent to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser cause Acquisition Subsidiary to, and of Parent to cause Purchaser Acquisition Subsidiary to, consummate the Offer and accept for payment and pay for any Shares shares of Company Common Stock tendered pursuant to in the Offer shall be subject only to only those the satisfaction of the conditions set forth in Annex A A; provided that, except for the condition that approval of the Federal Bankruptcy Court of the Southern District of New York (the “Offer Conditions”). Purchaser expressly reserves "Court") be obtained (which is set forth in paragraph (iii)(d) of Annex A) and the right condition set forth in paragraph (but shall not iii)(f) of Annex A, neither of which may be obligated) at any time or from time to time in its sole discretion to waived without the Company's written consent, Parent and Acquisition Subsidiary may waive any Offer Condition or modify or amend the terms of other conditions to the Offer, except that, without . Without the prior written consent of the Company, Purchaser shall not (A) no decrease in the per share price or the number of shares of Company Common Stock sought in the Offer Price or may be made and no change may be made to the form of consideration to be paid for the consideration payable in the Offershares of Company Common Stock, (B) decrease the number of Shares sought pursuant and no other change to the Offer, Offer may be made (Ci) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add which imposes conditions to the conditions Offer in addition to those set forth on in Annex A, (Eii) modify which extends the conditions set forth on Annex A in a manner expiration date of the Offer, except as permitted or required by Section 1.1(c) hereof or (iii) that is otherwise adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of SharesCompany Common Stock.

The Offer. (a) (i) Provided that this Agreement nothing shall not have occurred that, had the Offer referred to below been terminated in accordance with Article IX and that none commenced, would give rise to a right to terminate the Offer under any of the events conditions set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuingAnnex I hereto, Purchaser Acquisition Sub shall, and Parent shall cause Purchaser Acquisition Sub to, as promptly (as practicable after the date hereof, but in no event later than five ten business days following the date hereof) file with the SEC amended Offer Documents to reflect public announcement of the terms of this Agreement Agreement, commence an offer (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer "Offer") to purchase all of the outstanding Shares shares (the "Shares") of 8 Company Common Stock at a price of $24.00 per Share, net to the seller in cash (or at such higher price as Acquisition Sub, in its sole discretion, elects to offer) (the "Offer PriceConsideration"), but subject to any withholding required by law. The Offer shall be subject (i) to the condition that there shall be validly tendered prior to the expiration date of the Offer pursuant and not withdrawn a number of Shares representing at least 80% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those other conditions set forth in Annex A I hereto and (iii) to the “condition that Acquisition Sub shall have received certificates signed by the president or the chief financial officer of the Company to the effect that (A) the condition to the obligation of Acquisition Sub set forth in paragraph (e) of Annex I does not exist and (B) the acquisition of Shares pursuant to the Offer Conditions”is exempt from Section 1445 of the Code (as defined below). Purchaser For purposes of determining the Minimum Condition, (i) Shares tendered subject to guaranteed delivery shall not be considered validly tendered unless and until delivery shall have been completed and (ii) Shares outstanding on a fully-diluted basis shall mean all Shares actually outstanding plus all Shares issuable upon exercise, conversion or exchange of then-outstanding vested options, warrants and other rights to purchase, or other securities convertible into or exchangeable for, Company Common Stock, including any Shares issuable pursuant to vested options under the Company's Stock Incentive Plan of 1996, as amended, and pursuant to the Company's Employee Stock Purchase Plan (together, the "Company Stock Plans"). Acquisition Sub expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except thatbut Acquisition Sub will not, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which that (i) changes the form of consideration to be paid, (ii) decreases the price per Share or the number of Shares sought in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex I, (iv) changes or waives the Minimum Condition, or (v) is adverse to the holders of the Shares. Parent and Acquisition Sub agree that, subject to the terms and conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer. The Offer shall initially provide that it shall expire 20 business days after it is commenced. The Offer may only be extended with the prior written consent of the Company provided that so long as this Agreement is in effect, Acquisition Sub may, without the consent of the Company, extend the expiration of the Offer, (i) as required to comply with any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (ii) if at the scheduled or extended expiration date of the Offer any of the conditions set forth in Annex I have not been satisfied or waived, until such time as all such conditions are satisfied or waived, or (iii) on one occasion, for an aggregate period of not more than ten business days for any reason other than those specified in the immediately preceding clauses (i) and (ii). So long as this Agreement is in effect, Parent, U.S. Parent and Acquisition Sub agree that if all of the conditions set forth in Annex I hereto are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied by the reasonable best efforts of the parties hereto, Acquisition Sub shall extend the Offer from time to time until such conditions are satisfied or waived. Notwithstanding the foregoing, in no event shall any extension of the Offer extend beyond the Termination Date.

The Offer. Subject to the provisions of this Agreement and this Agreement not having been terminated, if the Thermalloy Agreement is terminated prior to the Company's consummation of the transactions contemplated thereby, then Merger Sub may, upon written notice to the Company (athe "Purchaser Notice"), and shall if the Company so requests in writing (the "Company Request") (i) Provided that this Agreement and the Purchaser shall not have been terminated in accordance with Article IX and that none cause Merger Sub to), commence, within the meaning of Rule 14d-2 under the events set forth in Paragraph (2) Securities Exchange Act of Exhibit A hereto shall exist or have occurred and be continuing1934, Purchaser shallas amended, and Parent shall cause Purchaser tothe rules and regulations promulgated thereunder (the "Exchange Act"), as promptly (as practicable but in no event later than five business days following after giving the date hereof) file with Purchaser Notice or receiving the SEC amended Offer Documents to reflect the terms of this Agreement (as so amendedCompany Request, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer an offer to purchase all of the outstanding Shares shares of Common Stock at a price (the "Offer Consideration") of $24.50 per share of Common Stock net to the seller in cash (the "Offer"). Subject to the conditions set forth in EXHIBIT A, Merger Sub shall not withdraw the Offer Priceand shall purchase all Common Stock duly tendered and not withdrawn. The expiration date obligation of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser Merger Sub to, and of Parent Purchaser to cause Purchaser Merger Sub to, accept for payment payment, and pay for for, any Shares shares of Common Stock tendered pursuant to the Offer shall be subject only to only those the condition that there shall have been validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of shares of Common Stock which, together with the shares then owned by Purchaser or Merger Sub, represents at least a majority of the shares of Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), and to the other conditions set forth in Annex Exhibit A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion this Agreement and subject to waive any Offer Condition or modify or amend the terms and conditions of the Offerthis Agreement. For purposes of this Agreement, except that"on a fully diluted basis" means, without the prior written consent as of the Companyany date, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought shares of Common Stock outstanding, together with the number of shares of Common Stock the Company is then required to issue pursuant to obligations outstanding at that date under the Offer, (C) amend Stock Option Plans or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.otherwise

The Offer. Section 2.1 The Offer (a) (i) ). Provided that this Agreement shall has not have been --------- terminated in accordance with pursuant to Article IX X hereof and that none of the events set forth in Paragraph (2) of Exhibit A hereto (the "Offer Conditions") shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly ---------------- as soon as is reasonably practicable (but in no event later than five days following the date hereof) file with tenth business day after the SEC amended Offer Documents to reflect public announcement by Parent and the terms Company of the execution and delivery of this Agreement (counting the business day on which such announcement is made)), Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as so amendedamended (the "Exchange Act" or "1934 Act")), including any amendments thereto, ------------ -------- an offer (the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer "Offer") to purchase all outstanding Shares at a price of $0.46 ----- per share, net to the Offer Price. The expiration date seller of the Offer Shares in cash (as paid pursuant to the Amended Offer, the "Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SECConsideration"). The obligations of Purchaser to, and obligation of Parent and Purchaser to cause Purchaser to------------------- commence the Offer, to consummate the Offer and to accept for payment and pay for any Shares validly tendered pursuant to in the Offer and not withdrawn shall be subject to only those the conditions set forth in Annex Exhibit A (the “Offer Conditions”)hereto. Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time right, in its sole discretion discretion, to waive any Offer Condition or modify or amend such condition and make any other changes in the terms and conditions of the Offer, except provided that, without unless -------- previously approved by the prior written consent of the CompanyCompany in writing, Purchaser shall not (A) decrease waive the Minimum Condition and no change may be made which changes the Minimum Condition or decreases the Offer Price or change Consideration, changes the form of the consideration payable in the OfferOffer (other than by adding consideration), (B) decrease reduces the maximum number of Shares sought pursuant to be purchased in the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in amends the terms or the conditions of the Offer in a manner which is adverse to the holders of the Shares, or which imposes conditions or terms to the Offer in addition to those set forth herein.

The Offer. Section 1.1 The Offer. (a) Provided that (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 10.1 and that (ii) none of the events set forth in Paragraph (2) of Exhibit A Annex I hereto shall exist or have occurred or be existing and be continuingnot have been waived, Purchaser Merger Subsidiary shall, and Parent shall cause Purchaser to, promptly (but in no event not later than five business days following from the date hereoffirst public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) file accepted by Merger Subsidiary in accordance with the SEC amended Offer Documents shall be purchased for $1.80, net to reflect the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer prior to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Amended Offer Documents Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall be no sooner than the tenth Business Day following (and including the day of) the initial filing have simultaneously accepted for payment Notes in each of the Amended Offer Documents with the SEC. The obligations of Purchaser toNotes Tender Offers, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to (iii) that the Offer shall be subject to only those other conditions set forth in Annex A (the “Offer Conditions”)I hereto shall have been satisfied or waived. Purchaser Parent and Merger Subsidiary expressly reserves reserve the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or modify or amend amends any other term of the terms Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, except thatwhich shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Purchaser shall Merger Subsidiary may not (A) decrease extend the Offer Price or change beyond December 28, 2001 (except that Parent may extend the form expiration date of the consideration payable in Offer after December 28, 2001 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of the Offer, (B) decrease Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable after the number expiration of the Offer, all Shares sought validly tendered and not withdrawn pursuant to the Offer. In addition, Merger Subsidiary may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (Cthe "Exchange Act"), of not more than 20 business days to meet the objective (which is not a condition to the Offer) amend or waive that there be validly tendered, in accordance with the Minimum Tender Condition terms of the Offer, prior to the expiration date of the Offer (as defined in Annex A), (Dso extended) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in and not withdrawn a manner adverse to the holders number of Shares, (F) extend the expiration which together with Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Fully Diluted Shares.

The Offer. (a) (i) Provided Subject to the other terms hereof and provided that this Agreement shall not have been terminated in accordance with Article IX and that none of SECTION 6.01, the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuingCompany, Purchaser shall, and Parent shall cause Purchaser to, as promptly (as is practicable after the date hereof but in no any event not later than five 30 days following after the date hereof, shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "EXCHANGE ACT")) file and will pursue an exchange offer (the "OFFER") to acquire all of the issued and outstanding Old Notes on the basis that the exchanging holders of Old Notes shall share ratably, according to the principal amount of Old Notes exchanged by each such holder in relation to the aggregate principal amount of Old Notes exchanged by all holders of Old Notes tendering their Old Notes pursuant to the Offer, of (i) $35,000,000 principal amount of the Company's Senior Subordinated PIK Notes due 2007 (the "NEW NOTES") to be issued under an indenture to be in form and substance satisfactory to the Company and the Holders, and (ii) shares of the Company's capital stock (either common or convertible preferred stock having the designations and preferences agreed to among the Company and the Holders) (the "NEW STOCK")), in either case, entitling the noteholders participating in the Offer to 90% of the voting control and rights to distributions in respect of the Company. In connection with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments theretoOffer, the “Amended Offer Documents”Company agrees to solicit consents (the "CONSENT SOLICITATION") to an amendment of the Indenture dated as of March 30, 1999 (the "OLD INDENTURE") by and among the Company, the guarantors named therein and State Street Bank and Trust Company, as trustee, to be in form and substance satisfactory to the Company and the Holders, waiving current defaults under, and substantially modifying the covenants and restrictions under, the Old Indenture (such amendment being the "INDENTURE AMENDMENT"). The Amended Offer Documents Company shall include not waive any condition to, or make any changes in the terms and conditions of, the Offer to purchase all outstanding Shares at or the Plan (as defined below) without the unanimous consent of the Holders; PROVIDED, HOWEVER, the Offer Price. The may be extended by the Company to any date on or before June 30, 2002 (the "FINAL EXPIRATION DATE") if (x) immediately prior to the expiration date of the Offer pursuant any condition to the Amended Offer Documents shall not be no sooner satisfied and (y) the Board of Directors of the Company (the "BOARD OF DIRECTORS") determines there is a reasonable basis to believe that such condition could be satisfied within such period; PROVIDED FURTHER that the Company shall extend the Offer at the request of the Holders from time to time to a date not later than the tenth Business Day following (and including Final Expiration Date. Assuming the day of) the initial filing prior satisfaction or waiver of the Amended conditions of the Offer Documents with and subject to the SEC. The obligations of Purchaser toforegoing right to extend the Offer, the Company shall issue the New Notes and of Parent to cause Purchaser to, accept the New Stock in exchange for payment and pay for any Shares Old Notes tendered pursuant to the Offer as soon as practicable after the Company accepts Old Notes for exchange under the Offer (the "CONSUMMATION DATE"). The Offer shall be subject to only those conditions set forth conducted in Annex A such a manner that the issuance of the New Notes and New Stock shall be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Offer Conditions”"SECURITIES ACT"). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. Section 1.1 The Offer. (a) Provided that (i) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 10.1 and that (ii) none of the events set forth in Paragraph (2) of Exhibit A Annex I hereto shall exist or have occurred or be existing and be continuingnot have been waived, Purchaser Merger Subsidiary shall, and Parent shall cause Purchaser to, promptly (but in no event not later than five business days following from the date hereoffirst public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) file accepted by Merger Subsidiary in accordance with the SEC amended Offer Documents shall be purchased for $1.17, net to reflect the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer prior to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Amended Offer Documents Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall be no sooner than the tenth Business Day following (and including the day of) the initial filing have simultaneously accepted for payment Notes in each of the Amended Offer Documents with the SEC. The obligations of Purchaser toNotes Tender Offers, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to (iii) that the Offer shall be subject to only those other conditions set forth in Annex A (the “Offer Conditions”)I hereto shall have been satisfied or waived. Purchaser Parent and Merger Subsidiary expressly reserves reserve the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or modify or amend amends any other term of the terms Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, except thatwhich shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Purchaser shall Merger Subsidiary may not (A) decrease extend the Offer Price or change beyond March 15, 2002 (except that Parent may extend the form expiration date of the consideration payable in Offer after March 15, 2002 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of the Offer, (B) decrease Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable after the number expiration of the Offer, all Shares sought validly tendered and not withdrawn pursuant to the Offer. In addition, Merger Subsidiary may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (Cthe "Exchange Act"), of not more than 20 business days to meet the objective (which is not a condition to the Offer) amend or waive that there be validly tendered, in accordance with the Minimum Tender Condition terms of the Offer, prior to the expiration date of the Offer (as defined in Annex A), (Dso extended) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in and not withdrawn a manner adverse to the holders number of Shares, (F) extend the expiration which together with Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Fully Diluted Shares.