Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Parent shall not, and shall cause Sub not to, commence (within the meaning of Rule 14d-2(a) of the 0000 Xxx) the Offer prior to the date that is 14 days after the date hereof. Provided that this Agreement shall not have been terminated in accordance with Article VISection 10.01, Merger Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2(a) of the 0000 Xxx) the Offer as promptly as practicable after such date (but in no event later than ten (10) Business Days following such date or such later date as the parties may mutually agree in writing). The Sub shall be obligated to accept for payment and to, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the 1934 Act (relating to Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Agreement), subject to the condition that there shall be validly tendered (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent and its Affiliates, represents at least a majority of the total number of Shares then outstanding on a Fully Diluted Basis (the “Minimum Condition”) and to the other conditions set forth in Annex I (together with the Minimum Condition, the “Offer Conditions”) and to no other conditions. Subject to the prior satisfaction or waiver (except for the Minimum Condition) of the Offer Conditions, promptly after the later of (i) the earliest date as of which Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Sub, Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) in compliance with Rule 14e-1(c) of the 1934 Act for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Sub (and of Parent to cause Sub) to accept for payment, as promptly as reasonably practicable and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver (except for the Minimum Condition) by Parent or Sub, of each of the Offer Conditions. The Company agrees that no later Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (b) Sub expressly reserves the right to waive (except for the Minimum Condition) any of the Offer Conditions and to make any other changes in the terms of or conditions to the Offer; provided that without the prior written consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (i) no change may be made that changes the form of consideration to be paid, or decreases the Offer Price or the number of Shares sought in the Offer, (ii) no change may be made that amends or adds to the Offer Conditions or amends any other term of the Offer, in each case in any manner that is adverse to the shareholders of the Company, and except for any change or amendment that is required by Law or any waiver of any Offer Condition (other than the Minimum Condition), (iii) the expiration date shall not be extended except as otherwise provided herein, and (iv) Sub shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is seven terminated pursuant to Section 10.01. (7c) business days after the date of the initial public announcement of Unless extended as provided in this Agreement, amend the Pending Offer shall initially expire at 12:00 midnight, New York City time on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) and file with Rule 14e-1(a) under the 1934 Act). Notwithstanding the foregoing, (i) Sub shall (or at the request of the Company, Parent shall cause Sub to) extend the Offer, if at the Initial Expiration Time or any extension thereof the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived (except for the Minimum Condition), for successive extension periods of not more than ten (10) Business Days each (except as required by Law) in order to permit the satisfaction of the Offer Conditions and (ii) Sub shall extend the Offer for any period required by any Law or by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) amended or the staff thereof or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Sub be required to extend the Offer Documents reflecting beyond the executionEnd Date. Following expiration of the Offer, Sub may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act if, as of the expiration of the Offer, all of the Offer Conditions have been satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s shareholders in accordance with the MBCA. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of this Agreementthe Offer, Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, including any Subsequent Offering Period, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (ii) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the holder thereof in cash, subject to reduction for any applicable withholding Taxes payable in respect thereof in accordance with Section 2.07. (d) On the date of commencement of the Offer, Parent and Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary documents pursuant to which the Offer will be made (collectively, together with any exhibits, amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. securities Laws, cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditionsShares. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit Each of Parent and Merger Sub, Sub agrees that it shall cause the Schedule TO and Parent and Merger Sub may waive, in whole or in part, the other Offer Documents filed by any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only of them with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents SEC to comply as to form in all material respects with the requirements of 1934 Act and the rules and regulations thereunder and other applicable Law. The Company shall promptly furnish to Parent Each of Parent, Sub and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. The Company shall furnish or otherwise make available to Parent and Merger Sub and their legal counsel all information concerning the Company’s shareholders, including a list, as of the most recent practicable date, of the stockholders of the Company, mailing labels and any available listing or computer files containing the names and addresses of all record and beneficial holders of the Shares, and a list of security positions of Shares held in stock depositories that Parent or Sub may reasonably request in connection with any action contemplated by this Section 1.01(d), including communicating the Offer to the record and beneficial holders of the Shares; provided that, except as required by Law or in connection with steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub shall keep confidential and not disclose such information, as required by the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreement. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, and Parent and Sub shall give reasonable and good faith consideration to all reasonable additions, deletions or changes thereto suggested by the Company and its legal counsel that Parent reasonably determines to be appropriate. Parent and Sub agree to provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior , and the Company shall have the right to the filing of the Offer Documents (including any amendment or supplement thereto) consult with the SEC or dissemination thereof to the holders of SharesParent, or Sub and their counsel before responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or responsecomments, and Parent and Merger Sub shall give reasonable and good faith consideration to any each response to those views and comments provided by of the CompanyCompany and its legal counsel related thereto that Parent reasonably determines to be appropriate. Each of Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable with respect to the Offer Documents or the Offer Documents and Offer. (iiie) Parent, in its sole discretion, may Parent shall provide or cause Merger to be provided to Sub to extend as promptly as practicable following the expiration of the Offer and any Subsequent Offering Period, as applicable, all funds necessary to pay for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) those Shares that have been validly tendered and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated withdrawn pursuant to the terms hereof, Merger Offer and that Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If is obligated to accept for payment pursuant to the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior and permitted to the acceptance accept for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIunder applicable Law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VIX and provided further that the Company is prepared (in accordance with Section 1.2) to file the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable after the date of this Agreement, but in any event not later than 5 Business Days from the date of this Agreement, Merger Sub shall, shall (and Parent shall cause Merger Sub to), as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreementif, and cause only if, this Agreement has been executed by the Offer Documents Company at or prior to be disseminated to 8:00 p.m., New York City time, on December 31, 2015, commence (within the holders meaning of Shares as, and to Rule 14d-2 under the extent, required by applicable Law (such date of Exchange Act) the filing, the “Offer Amendment Date”)Offer. (b) The obligations obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is shall be subject only to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of Shares which, together with the Shares beneficially owned by Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, represents at least a majority of the Fully Diluted Shares as of immediately prior to the satisfaction Expiration Time (the “Minimum Condition”); and (ii) the satisfaction, or waiver (as provided in Section 1.1(c)) by Parent or Merger Sub, of the other conditions and requirements set forth in Annex on Exhibit A (together with the Minimum Condition, the “Offer Conditions”) (without limiting ). For purposes of determining whether the right of Merger Sub to terminateMinimum Condition has been satisfied, extend or modify any Shares tendered in the Offer in accordance with the terms of this Agreement) and not pursuant to any other conditionsguaranteed delivery procedures shall be included only if such Shares have been delivered pursuant to such procedures. On the terms and subject Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions and this Agreementas of the Expiration Time, Merger Sub shall, shall (and Parent shall cause Merger Sub to, (i) no later than consummate the first Business Day after the Expiration Date, irrevocably Offer in accordance with its terms and accept for purchase payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon promptly as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date)Time. The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions set forth on Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any Party from any obligation or liability such Party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, less any applicable Tax withholding. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub may reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, (other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided thatprovided, however, that unless otherwise provided in by this Agreement or as previously approved in writing by the Company in writingCompany, Parent and Merger Sub shall not: , and Parent shall not on Merger Sub’s behalf, (i) decrease reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iiiii) decrease change, modify or waive the number of Shares sought to be purchased in the OfferMinimum Condition, (iiiiv) impose conditions or requirements add to the conditions set forth on Exhibit A or modify or change any Offer Condition in addition a manner adverse to any shareholders of the Offer Conditions Company, (v) except as otherwise provided in this Section 1.1, extend or otherwise change the Expiration Time, or (vi) otherwise amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend of the Minimum Condition, (v) amend any other term terms of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 shareholders of the Exchange ActCompany. (d) The Company hereby consents Subject to the inclusion terms and conditions of this Agreement, unless the Offer is extended in accordance with this Agreement or the Parties shall otherwise agree, the Offer shall expire at midnight, New York City time, on the date that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the recommendation Offer (such time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time”). (e) Subject to the terms and conditions of this Agreement, unless this Agreement has been terminated in accordance with Article X, (i) Merger Sub may, and at the request of the Company Board that the Company’s stockholders accept shall (and Parent shall cause Merger Sub to), extend the Offer and tender their Shares on one or more occasions for periods of up to 20 Business Days per extension (with the length of any such extension to be determined by Merger Sub pursuant to the Offer (the “Company Recommendation”or Parent on its behalf) in its sole discretion) up to and including the Termination Date, if at any then-scheduled Expiration Time any Offer Documents provided that there Condition has not been a Company Adverse Recommendation Change satisfied or an Intervening Event Recommendation Change. waived and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period or periods if required by any Law applicable to the Offer; provided, however, that in no event shall Merger Sub be required to, nor shall Parent be required to cause Merger Sub to, extend the Offer beyond the Termination Date. (f) Following expiration of the Offer, Merger Sub (or Parent on its behalf) may, in its sole discretion, provide a subsequent offering period or one or more extensions thereof (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act if, as of the commencement of such period, there shall not have been validly tendered (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), and not properly withdrawn pursuant to the Offer, that number of Shares necessary to permit the Merger to be effected without a meeting of shareholders of the Company in accordance with Section 321(d)(1)(ii) of the PBCL. Nothing contained in this Section 1.1 shall affect any termination rights in Article X. (g) Subject to the terms and conditions of this Agreement and the satisfaction or waiver of the Offer Conditions prior to the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, (i) promptly after the date of the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.1), accept for payment all Shares that have been validly tendered and not properly withdrawn pursuant to the Offer (such acceptance for payment of Shares following the satisfaction or waiver of the Offer Conditions as of the Expiration Time is referred to in this Agreement as the “Offer Closing”), which acceptance shall be by written notice to the Paying Agent, (ii) on the date of the Offer Closing, deposit or cause to be deposited with the Paying Agent cash in U.S. dollars sufficient to pay the aggregate Offer Price for such accepted Shares and (iii) cause the Paying Agent to pay the Offer Documents Price (subject to comply any withholding of Taxes pursuant to Section 3.6) for all Shares so accepted as promptly as practicable after the Expiration Time. Parent shall provide or cause to form be provided to Merger Sub on a timely basis the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. (h) Merger Sub shall not terminate the Offer prior to any then-scheduled Expiration Time without the prior written consent of the Company except in all material respects the event that this Agreement is terminated pursuant to Article X. If the Offer is terminated or withdrawn by Merger Sub in accordance with the requirements terms of this Agreement, or this Agreement is terminated pursuant to Article X, prior to the acceptance for payment of the Shares tendered in the Offer, Merger Sub shall, and shall cause any depository acting on behalf of Merger Sub to, promptly (and in any event within three Business Days) return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (i) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish in writing to Parent and Merger Sub all information concerning the Company and the holders of Shares its Subsidiaries that may be required to be set forth by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Parent and Merger Sub shall take all steps reasonably necessary to cause the Offer Documents or reasonably requested in connection to be filed with any action contemplated by this Section 1.1(d), including communication the SEC and disseminated to the shareholders of the Offer Company, in each case as and to the record extent required by the Exchange Act. Parent and beneficial holders of Shares. Each of Merger Sub, on the parties agrees one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps reasonably necessary to cause the Offer Documents Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the holders shareholders of Sharesthe Company, in each case as and to the extent required by applicable Lawthe Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and its counsel in writing with any written comments (their Representatives, on the one hand, and shall orally describe any oral comments) that Parentthe SEC, Merger Sub or their counsel may receive from time to time from on the SEC or its staff with respect to the Offer Documents promptly after receipt of such commentsother hand. Prior to the filing of the Offer Documents (including any amendment amendments or supplement supplements thereto) with the SEC or dissemination thereof to the holders shareholders of Sharesthe Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub toSection 8.01, as promptly as reasonably practicable and no later than in any event within one Business Day following the date that is seven hereof (7or such later date as the parties may mutually agree in writing), Merger Sub (i) business days after shall amend the date of Offer to reflect the initial public announcement execution of this Agreement, amend the Pending Offer (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 file all other necessary documents and exhibits with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the executionand make all deliveries, terms filings, publications, mailings and conditions of this Agreement, and cause telephonic notices required to be made in connection with the Offer Documents 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 disseminated to filed with the holders of Shares asSEC and such other filings, deliveries, mailings and to the extentnotices, required by applicable Law (such date of the filingcollectively and together with any amendments, exhibits or supplements thereto, the “Offer Amendment DateDocuments”) and (iii) shall use its reasonable best efforts to consummate the Offer. Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the condition that there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent 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 I hereto (together with the Minimum Condition, collectively, the “Tender Offer Conditions”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with Without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: not (iand Parent shall cause Merger Sub not to) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares shares of Company Common Stock sought to be purchased in the Offer, (iii) impose additional conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares shares of Company Common Stock, except as required or permitted by Section 1.1(eprovided in this Agreement. The Offer shall remain open until the date that is five Business Days after the amendment of the Offer (the “Expiration Date”), (vi) terminate unless the period of time for which the Offer is open shall have been extended as may be required by applicable Law or acceleratein accordance with the immediately following sentence, extend or otherwise change in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that Merger Sub may (or make any other amendment that would or, at the Company’s option, if at least 80% of the outstanding shares of Company Common Stock on a Fully Diluted Basis have the effect of acceleratingbeen tendered and accepted for payment by Merger Sub, extending or otherwise changingshall) provide for a subsequent offering period after the Expiration Date (as defined below) except as required or permitted by Section 1.1(e)Date, or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). If, at any Expiration Date, any of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Tender Offer and tender their Shares to Conditions are not satisfied or waived by Merger Sub, Merger Sub pursuant to the Offer shall (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to) extend the Offer from time to time, each such extension not to exceed such number of days that Merger Sub reasonably believes is necessary to cause the Tender Offer Documents Conditions to comply be satisfied (but in any event not more than 15 Business Days for all such extensions, unless, in each case, the parties shall otherwise mutually agree in writing). Under no circumstances shall Parent or Merger Sub waive the Minimum Condition. Subject to the terms of the Offer and this Agreement and the satisfaction of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to form accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date, regardless of the number of shares of Company Common Stock tendered in the Offer (such date as Merger Sub shall be obligated to accept for payment any and all material respects with shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the requirements Offer, the “Acceptance Date”). For the avoidance of applicable Law. The doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall promptly furnish to have been satisfied. (c) Each of Parent and Merger Sub all information concerning Sub, on the Company one hand, and the holders of Shares that may be required to be set forth in Company, on the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d)other hand, including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to correct promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent respect and Merger Sub further agree 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 holders of SharesCompany, in each case case, as and to the extent required by applicable LawFederal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing with of any written comments (and shall orally describe inform the Company of any oral comments) comments that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent The Company and Merger Sub its counsel shall provide the Company with be given a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentswritten and oral comments and proposed responses. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that Subject to the terms and conditions set forth in this Agreement shall not have been terminated Agreement, as promptly as reasonably practicable after the date of this Agreement, but in accordance with Article VIno event later than five (5) Business Days after the date of this Agreement, Merger Sub shall, shall (and Parent shall cause Merger Sub to) commence the Offer, as promptly as reasonably practicable and no later than within the date that is seven (7) business days after the date meaning of the initial public announcement applicable rules and regulations of this Agreementthe SEC, amend the Pending Offer to purchase any and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause all outstanding Shares at a price equal to the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment payment, and pay for any for, Shares tendered pursuant to the Offer is are subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of each of the conditions set forth in Annex A (the “"Offer Conditions”"). (b) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the initial expiration date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to shall be the Offer and this Agreement. twentieth (c20th) The Offer Conditions are for Business Day following the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any commencement of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms (determined using Exchange Act Rules 14d-1(g)(3) and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”14d-2). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Dateinitial expiration date or any subsequent date as of which the Offer is scheduled to expire, any all of the Offer Conditions have not been satisfied or waived, then Merger Sub shall, shall extend (and Parent shall cause Merger Sub to, extend re-extend) the Offer and its expiration date beyond the initial expiration date or such other date for successive periods one or more periods, until the earlier to occur of not more than five (5i) business days (the length a date as of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction which all of the Offer Conditions, including the Minimum Tender Condition, are satisfied or waived and (ii) the Walk Away Date; provided that any such extension shall be in increments determined by Merger Sub of not more than ten (10) Business Days, and in no event shall the Offer extend beyond the Walk Away Date. Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its the staff thereof applicable to the Offer or any period required by any other Law. The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), unless this Agreement is validly terminated in accordance with Article 8. Nothing in this Section 1.1(b) shall affect any termination rights in Article 8; and in the event of any conflict between the provisions of this Section 1.1(b) and Article 8, Article 8 shall be controlling. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to resolve purchase any comments of Shares that Merger Sub becomes obligated to purchase pursuant to the SEC or its staff applicable Offer. Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer or as promptly as practicable following the later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer Documents and (iiiii) Parentthe earliest date as of which each of the Offer Conditions shall have been satisfied or waived. (d) Merger Sub may, in its sole discretion, may cause elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a "Subsequent Offering Period") following the Acceptance Time if at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Ultimate Parent, Parent, Merger Sub to extend and their respective Subsidiaries (including any Shares beneficially owned by any of the Offer for up to two foregoing) represent less than 90% of the then outstanding number of Shares. If immediately following the Acceptance Time, Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries own more than 80% but less than 90% of the Shares outstanding at that time (2which shall include (i) successive periods of five (5) business days each upon notice to the Company shares beneficially owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at least twenty-four (24) hours’ or prior to the then-effective Expiration Date; provided thatexpiration of the Offer by Ultimate Parent, in Parent, Merger Sub or their respective Subsidiaries, as the case of clauses (i) may be, and (ii) shares tendered in the Offer and not withdrawn), to the extent requested by the Company, Merger Sub shall provide for a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that Merger Sub shall not be required to provide for such Subsequent Offering Period if the number of Shares issuable upon the exercise of the Top-Up Option would, after giving effect to such exercise and when added to the number of Shares so owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries, represent not less than 90% of the then outstanding number of Shares. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event be required toin compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any condition to the Offer, and to increase the Offer Price and/or to modify the other terms of the Offer, except that, without the consent of the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend do any of the following: (i) reduce the number of Shares subject to the Offer. Nothing ; (ii) reduce the Offer Price; (iii) change or waive the Minimum Tender Condition; (iv) except as provided in this Section 1.1(e1.1(b) shall be deemed to impairand Section 1.1(d), limit extend or otherwise restrict change the expiration date of the Offer, except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof) or (B) in connection with an increase of at least $0.25 per share in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (v) change the form of consideration payable in the Offer; (vi) amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner adverse to holders of Shares or that would, individually or in the right aggregate, reasonably be expected to prevent or materially delay the consummation of the CompanyOffer or prevent, materially delay or impair the ability of Parent or Merger Sub to terminate this Agreement consummate the Offer, the Merger or the other Transactions; or (vii) impose any condition to the Offer other than the Offer Conditions. (f) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall (i) contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to Article VIwhich the Offer will be made, together with any supplements or amendments thereto, being referred to as the "Offer Documents") and (ii) be in form reasonably satisfactory to the Company. In The Company shall promptly upon request of Parent provide Parent with all information concerning the event Company that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, and not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent necessary such that the Offer Documents do not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of 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 disseminated to the holders of Shares, in each case as and to the extent required by applicable Federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares. Parent and Merger Sub shall provide to the Company and its counsel copies of any written comments or telephonic notification of any oral comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, shall consult with the Company and its counsel prior to responding to any such comments and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel. (g) Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the terms hereofOffer prior to any scheduled expiration date without the prior written consent of the Company in its sole and absolute discretion, except that in the event this Agreement is terminated pursuant to Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of Business Day) following such termination) termination irrevocably and unconditionally terminate the OfferOffer and shall not acquire any Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, this Agreement prior to the acceptance for payment purchase of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall or cause any depository depositary acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. tendering stockholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not withdrawn in connection with the Offer; provided, however, the provisions of this Section 1.1(h) are not authority for the Company to take any action referenced in Section 5.1(b), and in the event of any conflict between the provisions of Section 5.1(b) and this Section 1.1(h), the provision of Section 5.1(b) shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIbe controlling.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VISection 8.01, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than on or before the date that is seven ten (710) business days Business Days after the date of the initial public announcement of this Agreement (but in no event earlier than five (5) Business Days after the date of the initial public announcement of this Agreement), amend commence (within the Pending Offer and file with meaning of Rule 14d-2 under the U.S. Securities and Exchange Commission Act of 1934, as amended (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment DateExchange Act”)) the Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the terms and the satisfaction or waiver (as provided in Section 1.1(c)1.01(c) below) of the conditions set forth in Annex A I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions). On the terms and subject to the conditions of the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept and pay for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (as defined below) and in any event, no more than two compliance with applicable Law (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Dateas defined below). The acceptance for purchase payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to on the Offer in addition to the Offer Conditions or amend, modify or supplement amend any Offer ConditionsCondition, (iv) waive, modify waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required Shares, or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e1.01(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation ChangeDocuments. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m.remain open until midnight, New York City time, on at the tenth (10th) end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer Amendment Date is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five ten (510) business days Business Days (as defined below) (the length of such period to be determined by Parent or Merger Sub in their sole discretionSub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer ConditionsConditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration DateDocuments; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except Date (as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offerdefined below). Nothing in this Section 1.1(e1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VISection 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VISection 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub toAgreement, as promptly as reasonably practicable and practicable, but in no event later than the date that is seven five (75) business days after the date of the initial public announcement by Buyer and Seller of this Agreement, amend Buyer shall cause Newco to commence the Pending Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and file with pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “"SEC”") amended or the staff thereof applicable to the Offer Documents reflecting or any period required by applicable law and (C) extend the executionOffer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shallBuyer shall cause Newco to accept for payment, and Parent shall cause Merger Sub topay for, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares shares of Seller Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub Newco becomes obligated to accept for payment and purchase pay for, pursuant to the Offer and this Agreementas promptly as practicable after the expiration of the Offer. (c) The Offer Conditions are for On the sole benefit date of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions commencement of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by Buyer shall cause Newco to file with the Company in writing, Parent and Merger Sub shall not: SEC a Tender Offer Statement on Schedule 14D-1 (ithe "SCHEDULE 14D-1") decrease the Offer Price or change the form of consideration payable in with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (ii) decrease such Schedule 14D-1 and the number of Shares sought documents included therein pursuant to be purchased in the Offer, (iii) impose conditions or requirements to which the Offer in addition to shall be made, together with any supplements or amendments thereto, the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e"OFFER DOCUMENTS"), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) . The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Offer Documents or reasonably requested statements therein, in connection with any action contemplated by this Section 1.1(d), including communication light of the Offer to the record and beneficial holders of Sharescircumstances under which they were made, not misleading. Each of the parties agrees Buyer, Newco and Seller agree promptly to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and Parent and Merger Sub Buyer further agree agrees to cause Newco to take all steps necessary to cause the Offer Documents Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of SharesSeller Common Stock, in each case as and to the extent required by applicable Lawfederal securities laws. Parent and Merger Sub shall provide the Company Seller and its counsel in writing shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any written comments (and shall orally describe any oral comments) that ParentBuyer, Merger Sub Newco or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that Upon the terms and subject to the conditions of this Agreement shall not have been terminated Agreement, as promptly as practicable (but in accordance with Article VIno event later than seven Business Days) after the date of this Agreement, Merger Sub Purchaser shall, and Parent shall cause Merger Sub Purchaser to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents Documents, reflecting the execution, terms and conditions offer to purchase all of this Agreementthe Shares at the Offer Price, and cause the Offer Documents to be disseminated to the holders stockholders of Shares as, the Company as and to the extent, extent required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) federal securities Laws. The obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment payment, and pay for for, any Shares shares of Company Common Stock tendered pursuant to the Offer is are subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, ). (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the expiration date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the amended Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) 15th business day after following the filing of the amended Offer Amendment Date Documents pursuant to Section 1.1(a) (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act of 1934 (the “Exchange Act”)) (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have has been extended pursuant to, and in accordance withwith this Agreement, this Section 1.1(e) or as may be required by applicable Law, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e)Agreement, the “Expiration Date”). Notwithstanding Purchaser expressly reserves the foregoingright, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (A) reduce the number of shares of Company Common Stock subject to the Offer, (iB) ifreduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition, (D) add to the Offer Conditions or make any condition to the Offer more difficult to satisfy, (E) extend the Expiration Date other than in accordance with this Agreement or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (F) otherwise amend the Offer in a manner adverse to the holders of Shares generally. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 8.1. If this Agreement is terminated pursuant to Section 8.1, Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, Purchaser shall promptly return, and shall cause any depositary acting on behalf of the then-effective Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (ii) Parent and Purchaser agree that if on any scheduled Expiration DateDate of the Offer, any of the Offer Conditions have (including the Minimum Tender Condition and the other Offer Conditions set forth in Exhibit A) is not been satisfied or waivedor, Merger Sub in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and applicable Law), then Purchaser shall, and Parent shall cause Merger Sub Purchaser to, extend the Offer for successive periods of not more than five (5) business days time of up to ten Business Days (the length of such period periods to be determined by Parent or Merger Sub Parent, in their its sole discretion), ) or for such longer period number of Business Days as the parties may agree, agree in order to permit the satisfaction of such conditions; provided, however, that if the Offer Conditionssole then unsatisfied condition is the Minimum Tender Condition, (ii) Merger Sub shall, and Parent Purchaser shall cause Merger Sub to, so extend the Offer for any period required by any ruleif and only if the Company shall have delivered to Purchaser a written request that Purchaser so extend the Offer; provided further, regulation, interpretation or position that if the Antitrust Condition shall have been satisfied less than five business days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the SEC or its staff applicable to the Offer or necessary to resolve any comments Exchange Act), no such consent of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub Company shall be required for Parent to extend the Offer for a period of up to two (2) successive periods of five (5) business days each upon notice (as determined pursuant to Rule 14d-1(g)(3) of the Company at least twenty-four (24) hours’ prior to Exchange Act). Notwithstanding the then-effective Expiration Date; provided thatforegoing, in the case of clauses (i) and (ii), Merger Sub no event shall not in any event Purchaser be required to, and without the Company’s prior written consent shall not, to (1) extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not Date or (2) extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in Offer at any manner the right of the Company, time that Parent or Merger Sub Purchaser is permitted to terminate this Agreement pursuant to Article VIVIII. In the event that this Agreement is terminated pursuant to the terms hereofaddition, Merger Sub Purchaser shall, and Parent shall cause Merger Sub Purchaser to, promptly extend the Offer (i) for any period or periods required by applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or rules of any securities exchange and in any event (ii) for a period of five business days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within one (1) the five business day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Date, the Company Board shall have provided Parent notice pursuant to Section 6.5(b) or Section 6.5(d) of such termination) its intention to make a Change in Company Recommendation or otherwise terminate the Offer. If Agreement as provided in Section 6.5(b). (iii) Subject to the satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) by Purchaser of the Offer is terminated or withdrawn by Merger SubConditions as of any scheduled Expiration Date, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub Purchaser shall, and Parent shall cause Merger Sub Purchaser to, accept for payment and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly returnafter the expiration of the Offer on such Expiration Date. Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. (b) The Offer Documents shall comply in all material respects with the applicable provisions of the Exchange Act and other federal securities Laws. Each of Parent, Purchaser and the Company shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. Parent and Purchaser shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall cause any depository acting promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their Representatives, on behalf of Merger Sub to returnthe one hand, all tendered Shares and the SEC, on the other hand. Prior to the registered holders thereof. Merger Sub shall not withdraw filing of any Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer unless Documents, Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Purchaser shall give reasonable consideration to any such comments. In the event that Parent or Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the consideration necessary to pay for any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill all of Purchaser’s obligations under this Agreement. (d) At or prior to the Effective Time, Parent shall engage a nationally-recognized financial institution reasonably satisfactory to the Company to act as paying agent in connection with the Offer and the Merger (the “Paying Agent”). Parent, Purchaser or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Shares such amounts as Parent, Purchaser or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local Tax Law. To the extent that amounts are so withheld and paid over by Parent, Purchaser or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement has as having been terminated paid to the holder of the Shares in accordance with Article VIrespect of which such deduction and withholding was made by Parent, Purchaser or the Paying Agent.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, VII and Parent none of the events set forth in Annex A hereto (the “Tender Offer Conditions”) shall cause Merger Sub tohave occurred and be existing, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend Parent shall cause Sub to commence (within the Pending meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to acquire any and file all Shares at the Offer Price. Subject to the Minimum Condition and subject to the other Tender Offer Conditions hereto, Sub shall use all reasonable efforts to consummate the Offer in accordance with its terms and to accept for payment and pay for Shares tendered pursuant to the U.S. Securities Offer as soon as Sub is legally permitted to do so under applicable Law. With respect to such Shares, the Offer Price shall be net to the seller thereof in cash, subject to reduction for any applicable state, federal or foreign withholding or transfer taxes and Exchange Commission (otherwise subject to the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the . The Offer Documents shall be made by means of an offer to be disseminated to the holders of Shares as, and to the extent, required by applicable Law purchase (such date of the filing, the “Offer Amendment Dateto Purchase”). (b) and shall be subject to the Minimum Condition and the other Tender Offer Conditions and shall reflect, as appropriate, the other terms set forth in this Agreement. The obligations obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and or pay for any Shares tendered pursuant to the Offer is will be subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Tender Offer Conditions”) (without limiting . Sub expressly reserves the right of Merger Sub to terminate, extend waive any condition to the Offer or amend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this AgreementOffer, Merger Sub shallexcept that, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: not (i) decrease the Offer Price or Price, (ii) change the form of consideration payable in the Offer, (iiiii) decrease reduce the number of Shares sought subject to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend waive the Minimum Condition, (v) amend any other modify or add conditions to the Tender Offer Conditions which otherwise adversely affect the holders of the Shares, or (vi) except as provided in Section 1.1(b), extend the Offer. The Offer shall remain open until 5:00 p.m., New York City time, on the day immediately following the twentieth business day (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer, unless Sub shall have extended the period of time for which the Offer is open, in accordance with Section 1.1(b) or as may be required by applicable Law. (b) If on the scheduled expiration date of the Offer in a manner that is adverse (or as such date may be extended pursuant to this Section 1.1(b)), all conditions to the holders Offer have not been satisfied or waived, Sub may, from time to time, in its sole discretion, extend the expiration date of Shares except the Offer; provided, however, that Sub may only extend the Offer for a period not to exceed ten business days (a “Ten Day Extension”) and that Sub may not make more than three Ten Day Extensions without the prior consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. If, immediately prior to the expiration date of the Offer (as required or permitted by Section 1.1(eit may be extended), (vi) terminate the Shares tendered and not withdrawn pursuant to the Offer constitute less than 90% of the outstanding Shares (on a fully diluted basis), Sub may extend the Offer, on one or acceleratemore occasions, for an aggregate period of not more than ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer; provided, however, that Sub may not extend or otherwise change (or make the Offer pursuant to this sentence beyond September 15, 2003. In addition, Sub may extend the Offer for any other amendment reason for up to two business days; provided that would no more than three such extensions are permitted and provided further that if all the conditions to the Offer have been met as of the expiration of the Offer, Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. Sub may, but shall not have the effect obligation to, increase the amount it offers to pay per Share in the Offer, and the Offer may be extended to the extent required by Law in connection with such increase, in each case without the consent of acceleratingthe Company. Following expiration of the Offer, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e)Sub may, or (vii) provide any “but is not obligated to, make available a subsequent offering period” period in accordance with Rule 14d-11 of the Exchange Act. (dc) The Company hereby consents to On the inclusion of the recommendation of the Company Board that the Company’s stockholders accept date the Offer is commenced, Parent and tender their Shares to Merger Sub pursuant to shall file with the Offer Securities and Exchange Commission (the “Company RecommendationCommission”) in a Tender Offer Statement on Schedule TO (the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall“Schedule TO”) and all other necessary documents and make all deliveries, mailings and Parent shall cause Merger Sub to, cause telephone notices required by Rule 14d-3 under the Offer Documents Exchange Act with respect to comply as to form in all material respects with the requirements of applicable LawOffer. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d)Schedule TO will include, including communication of as exhibits, the Offer to Purchase, a form of letter of transmittal and any other documents required by the record Exchange Act. The Schedule TO together with all exhibits thereto and beneficial holders of Shares. any amendments or supplements thereto are hereinafter referred to collectively as the “Offer Documents.” Each of Parent and Sub, on the parties agrees to one hand, and the Company, on the other, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub further 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 Commission and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review and suggest comments to the Offer Documents before they are filed with the Commission. In addition, Parent and Sub agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Sub may receive from time to time from the Commission or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications and shall give the Company and its counsel the opportunity to review and suggest comments to any such communications. (d) Parent and Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsfederal securities laws. (e) Subject Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”)Offer. Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer pay for successive periods of all Shares validly tendered and not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable withdrawn pursuant to the Offer or necessary that Sub becomes obligated to resolve any comments of the SEC or its staff applicable purchase pursuant to the Offer or as soon as practicable after the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods expiration of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VISection 7.1 hereof and no event set forth in Annex I hereto shall have occurred and be existing, Merger Sub shall, and Parent shall cause Merger Sub toto commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act")) the Offer as promptly as reasonably practicable and practicable, but in no event later than the date that is seven (7) five business days after following the date of the initial public announcement of this Agreement; provided, amend however, that Parent may designate another direct subsidiary of Parent as the Pending Offer and file with bidder (within the U.S. meaning of Rule 14d-1(c) under the Securities and Exchange Commission (Act) in the “SEC”) amended Offer Documents reflecting the executionOffer, terms and conditions of this Agreement, and cause the Offer Documents in which case references herein to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub toshall be deemed to apply to such subsidiary, and as appropriate. The obligation of Parent to cause Merger Sub to, to accept for payment and pay for any Shares pursuant to the Offer is tendered shall be subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the only those conditions set forth in Annex A I hereto (the “"Offer Conditions”) (without limiting the right of Merger Sub "). The Per Share Amount shall be net to terminateeach seller in cash, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller. The Company agrees that no Shares held by the Offer Conditions and this Agreement, Merger Sub shall, and Parent Company shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly be tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this AgreementOffer. (cb) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with Without the prior written consent of the Company. , Parent and shall not permit Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a any manner that is adverse to the holders of Shares except as required Shares, provided that nothing herein shall prohibit any waiver of any condition or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect term of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (other than the “Company Recommendation”Minimum Condition) in or any other action permitted hereby. Upon the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shallterms and subject to the conditions of the Offer, and Parent shall cause Merger Sub toto accept for payment and purchase, cause as soon as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. It is agreed that the Offer Documents Conditions are for the benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to comply as any such condition (except for any action or inaction by Parent or Merger Sub constituting a breach of this Agreement) or, except with respect to form the Minimum Condition, may be waived by Merger Sub, in all material respects with whole or in part at any time and from time to time, in its sole discretion. (c) The Offer shall be made by means of an offer to purchase (the requirements of applicable Law"Offer to Purchase") having only the conditions set forth in Annex I hereto. The Company shall promptly furnish to On the date the Offer is commenced, Parent and Merger Sub shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (together with all information concerning amendments and supplements thereto, the Company "Schedule 14D-1") with respect to the Offer that shall contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents") and shall mail the Offer to Purchase to the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of Parent and Merger Sub agree promptly to correct the parties agrees to promptly correct any information provided by it for use in the Offer Documents Schedule 14D-1 if and to the extent that it shall have become false or and misleading in any material respectrespect (and the Company, with respect to written information supplied by it specifically for use in the Schedule 14D-1, shall promptly notify Parent and Merger Sub of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-1 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub further agree to shall take all steps necessary to cause the Offer Documents Schedule 14D- 1 as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and Company's stockholders to the extent required by applicable LawLaws, including federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC. In addition, Parent and Merger Sub shall agree to provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) or other communications that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior comments or other communications. (d) The Offer to Purchase shall provide for an initial expiration date for the filing Offer (the "Expiration Date") of 20 business days (as defined in Rule 14d-1 under the Securities Exchange Act) from the date of commencement of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the CompanyOffer. Parent and Merger Sub agree that they shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in not terminate or withdraw the Offer Documents, or extend the Expiration Date unless at the Expiration Date any of the Offer Conditions shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall not have been extended pursuant to, and in accordance with, this Section 1.1(e) satisfied or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”)earlier waived. Notwithstanding the foregoing, Merger Sub may (i) ifextend the Expiration Date (including as it may be extended) for up to ten business days in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC and (ii) extend the initial Expiration Date (including as it may be extended) for up to ten business days, notwithstanding that on the then-effective such Expiration Date, any of Date the Offer Conditions shall have not been satisfied or waived, Merger Sub shall, if the number of Shares that have been validly tendered and Parent shall cause Merger Sub to, extend the Offer for successive periods of not withdrawn represents more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction 50 percent but less than 90 percent of the Offer Conditions, (ii) Merger Sub shall, then issued and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIoutstanding Shares.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shallSection 8.1, and Parent shall cause Merger Sub tosubject to compliance in all material respects by the Company with its covenants in this Section 1.1 and Section 1.2, as promptly as reasonably practicable practicable, and no later than the date that is seven in any event within ten (710) business days after the date hereof, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price, subject to (i) there being validly tendered in the Offer (in the aggregate) and not withdrawn prior to the expiration of the initial public announcement Offer that number of Shares which, together with the Shares then beneficially owned by Parent or its Subsidiaries, represents at least a majority of the Shares outstanding on a fully diluted basis and no less than a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote in the election of directors or upon the approval of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission in each case on a fully diluted basis (collectively, the “SECMinimum Condition”) amended and (ii) the satisfaction or waiver of the other conditions and requirements set forth in Annex I. Subject to the prior satisfaction of the Minimum Condition and the prior satisfaction or waiver by Parent or Purchaser of the other conditions and requirements set forth in Annex I, Purchaser shall consummate the Offer Documents reflecting the execution, in accordance with its terms and conditions of this Agreement, accept for payment and cause pay for all Shares tendered pursuant to the Offer Documents as soon as practicable after Purchaser is legally permitted to be disseminated to do so under applicable law; provided, however, that the holders of Shares as, and to the extent, required by applicable Law (such initial expiration date of the filing, Offer shall be the “Offer Amendment Date”). date that is twenty (b20) business days following the commencement of the Offer. The obligations obligation of Merger Sub to, and of Parent Purchaser to cause Merger Sub to, accept for payment and pay for any Shares pursuant validly tendered on or prior to the expiration of the Offer is and not withdrawn shall be subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of Minimum Condition and the other conditions and requirements set forth in Annex A I. The Offer shall be made by means of an offer to purchase (the “Offer Conditionsto Purchase”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with that contains the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and set forth in this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” Minimum Condition and the date other conditions and time at which the Offer Closing occurs is referred to requirements set forth in this Agreement as the “Acceptance Time.” Annex I. Neither Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub nor Purchaser may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than waive the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or Price, change the form of consideration payable in the Offer, (ii) decrease reduce the maximum number of Shares sought to be purchased in the Offer, (iii) Offer or impose conditions or requirements to the Offer in addition to those set forth in Annex I without the prior written consent of the Company. Notwithstanding the foregoing, (A) if, as of any scheduled expiration date of the Offer, all conditions to the Offer shall not have been satisfied or waived, Purchaser may, from time to time, in its sole discretion, extend the expiration date of the Offer for such period (not to exceed ten (10) business days on any single occasion) as Purchaser may determine, to a date that is no later than March 31, 2006, or such later date which is no later than the third (3rd) business day following the latest of (1) the date on which Parent’s and Purchaser’s rights of negotiation expire under Section 8.1(f), (2) any Recommendation Deadline and (3) the twentieth (20th) business day following receipt by Parent or Purchaser of a notice pursuant to Section 8.1(b)(ii)(B); provided, that the failure of the Offer to be consummated, at the time of such extension, shall not (other than in circumstances described in clause (3)) be a result of Parent or Purchaser having failed to comply in any material respect with its covenants or agreements contained in this Agreement and (B) if applicable, Purchaser shall extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three (3) or more than ten (10) business days, if necessary, in order to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of such subsequent offering period, and not withdrawn a number of Shares which, together with Shares then beneficially owned by Parent, Purchaser and/or any other wholly-owned Subsidiary of Parent represents at least 90% of the then outstanding Shares on a fully diluted basis and (C) if, as of any scheduled expiration date of the Offer, any of the events described in paragraphs (c), (d) or (e) of Annex I has occurred and is continuing, then, at the request of the Company (received prior to the then scheduled expiration date of the Offer), Purchaser shall extend the Offer, until 5:00 p.m. New York City time on the date that is the later of (1) the date Parent would otherwise be entitled to terminate this Agreement pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iii), as applicable, and (2) the third (3rd) business day following the date on which the matters which gave rise to the events described in paragraphs (c), (d) or (e) of Annex I have been cured or waived by Purchaser such that the conditions in Annex I are then satisfied or waived (it being understood that Purchaser may effect such extension through a series of extensions of such duration(s) as Purchaser may determine); provided, that the Company shall not be entitled to require Parent to extend the Offer pursuant to this clause (C) on more than one occasion. (i) If (A) the Company has not delivered a Notice of Acquisition Proposal, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the conditions and requirements of Annex I (other than the Minimum Condition) have been satisfied or, if not then satisfied, are reasonably capable of being satisfied before March 31, 2006, then, if at any scheduled expiration date of the Offer, the Minimum Condition shall not have been satisfied, at the request of the Company (received from time to time prior to the then scheduled expiration date of the Offer and confirmed in writing), Purchaser shall extend the Offer to a date requested by the Company (but no later than five (5) business days beyond the then scheduled expiration date of the Offer on any single occasion); provided, that in no event shall Purchaser be required to extend the expiration date of the Offer to any date later than March 31, 2006 pursuant to this Section 1.1(b)(i). (ii) If (A) the Company delivers a Notice of Acquisition Proposal to Parent and (B) the Company provides Parent with a written request (a “Request”) that Purchaser extend the expiration date of the Offer (which Request may or may not be included in, and may be delivered later than, the Notice of Acquisition Proposal), then Purchaser shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until fifteen (15) business days (such date as it may be extended pursuant to this Section 1.1(b)(ii), the “Recommendation Deadline”) from the date the Company gives (or gave) such Notice of Acquisition Proposal; provided, that (1) the Company may not deliver a Request on more than one occasion; and (2) if the Request was delivered on or prior to the twentieth (20th) business day following the date of this Agreement and, during the four (4) business day period ending on (and including) the date on which the Recommendation Deadline occurs, the Company delivers to Parent a Notice of Acquisition Proposal relating to an Acquisition Proposal from a Person or group that does not include any Person participating (other than solely as a source of debt financing) in the Acquisition Proposal as to which the prior Notice of Acquisition Proposal relates, then Purchaser shall, upon the request of the Company, extend the expiration date of the Offer to such date as is necessary to assure that the Offer does not expire until the fifth (5th) business day following receipt of such second Notice of Acquisition Proposal and the Recommendation Deadline shall automatically be extended to such fifth (5th) business day. (iii) Parent and Purchaser further agree that (A) if at any one or more scheduled expiration dates of the Offer, any of the Regulatory Conditions have not been satisfied (or amendsuch conditions have been satisfied and the date of such satisfaction is after the third (3rd) business day preceding the date of expiration of the Offer (an “Abbreviated Expiration”)), modify but at such scheduled expiration date all of the other conditions to the Offer set forth in Annex I (other than the Minimum Condition) shall then be satisfied, or supplement if not then satisfied, are either (1) reasonably capable of being satisfied or (2) unsatisfied (or not reasonably capable of being satisfied), as a result of a breach of this Agreement by Parent or Purchaser, then, so long as the failure of the Regulatory Conditions to be satisfied shall not be a result of a breach by the Company of its obligations under this Agreement, at the request of the Company (received prior to the then-scheduled expiration date of the Offer and confirmed in writing), Purchaser shall extend the expiration date from time to time, to a date that is no later than March 31, 2006 and (B) if at any one or more scheduled expiration dates of the Offer after March 31, 2006, any of the Antitrust Conditions has not been satisfied (or there has been an Abbreviated Expiration with respect to the Antitrust Conditions), but at such scheduled expiration date all of the other conditions to the Offer set forth in Annex I (other than the Minimum Condition) shall then be satisfied, or if not then satisfied, are either (1) reasonably capable of being satisfied or (2) unsatisfied (or not reasonably capable of being satisfied), as a result of a breach of this Agreement by Parent or Purchaser, then, so long as the failure of the Antitrust Conditions to be satisfied shall not be a result of a breach by the Company of its obligations under this Agreement, at the request of the Company (received prior to the then-scheduled expiration date of the Offer and confirmed in writing), Purchaser shall extend the expiration date from time to time, to a date that is no later than September 14, 2006; provided, that in the case of clause (A) and (B) of this sentence, Purchaser shall not be required to extend the Offer by more than ten (10) business days on any single occasion or, in the case of an extension due to an Abbreviated Expiration, three (3) business days following the Abbreviated Expiration. (iv) waiveWithout limiting the right of Parent and Purchaser to extend the Offer pursuant to Section 1.1(a), modify if at any one or amend more scheduled expiration dates of the Offer on or after March 31, 2006, any of the Antitrust Conditions has not been satisfied or waived (or there has been an Abbreviated Expiration with respect to the Antitrust Conditions), but on such date all of the other conditions to the Offer set forth in Annex I (other than the Minimum Condition) shall then be satisfied or waived, or if not then satisfied, are either (A) reasonably capable of being satisfied or (B) unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by the Company or a failure of the condition set forth in clause (d) of Annex I, then, so long as the failure of the Antitrust Conditions to be satisfied shall not be a result of a breach by Parent or Purchaser of its obligations under this Agreement, Parent and Purchaser may, on one or more occasions, extend the expiration date of the Offer to a date that is no later than September 14, 2006; provided that Purchaser shall not extend the expiration date by more than ten (10) business days on any single occasion (or, in the case of an extension due to an Abbreviated Expiration, three (3) business days following the Abbreviated Expiration). (v) amend any other term Purchaser may (A) increase the Offer Price and extend the Offer to the extent required by applicable law in connection with such price increase and (B) subject to prior consultation with the Company, extend the expiration date of the Offer in a manner that is adverse to the holders of Shares except as extent otherwise required or permitted by Section 1.1(e)applicable law, (vi) in each case in their reasonable discretion and without the Company’s consent. Purchaser shall not terminate the Offer or accelerate, extend or otherwise change (or make prior to any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date scheduled expiration date (as defined belowthe same may be extended or required to be extended) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 without the written consent of the Exchange ActCompany except in the event that this Agreement is terminated pursuant to Section 8.1. (dc) The Company hereby consents to As soon as practicable on the inclusion of the recommendation of the Company Board that the Company’s stockholders accept date the Offer is commenced, Parent and tender their Shares Purchaser shall file with the Securities and Exchange Commission (the “SEC”), pursuant to Merger Sub pursuant Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Company RecommendationSchedule TO”) in ). The Schedule TO shall include the summary term sheet required under Regulation M-A and, as exhibits, the Offer Documents provided that there has not been to Purchase and a Company Adverse Recommendation Change or an Intervening Event Recommendation Changeform of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Merger Sub shall, Parent and Parent shall cause Merger Sub to, Purchaser agree to take all steps necessary to cause the Offer Documents to comply as to form in all material respects be filed with the requirements of applicable Law. The Company shall promptly furnish SEC and disseminated to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and Purchaser, on the parties agrees one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and respect or as otherwise required by applicable law. Parent and Merger Sub Purchaser further agree to take all steps necessary to cause the Offer Documents Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Lawfederal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Purchaser shall provide the Company and its counsel in writing with copies of any written comments (comments, and shall orally describe inform them of any oral comments) , that Parent, Merger Sub Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent The Company and Merger Sub its counsel shall provide the Company with be given a reasonable opportunity to review and comment on any such Offer Documents or response, written responses and Parent and Merger Sub Purchaser shall give reasonable due consideration to any comments provided all reasonable additions, deletions or changes suggested thereto by the Company. Parent Company and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offercounsel. If the Offer is terminated or withdrawn by Merger SubPurchaser, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment purchase of Shares tendered in the Offer, Merger Sub shall, Parent and Parent Purchaser shall cause Merger Sub to, promptly return, and shall cause any depository or paying agent, including the Paying Agent, acting on behalf of Merger Sub Parent and Purchaser, to return, return all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VISection 8.01, and subject to the Company having complied with its obligations set forth in Section 1.02(b), Merger Sub shall, and Parent Acquiror shall cause Merger Sub to, as promptly as reasonably practicable and no later than on or before the date that is seven ten (710) business days Business Days after the date of the initial public announcement execution of this Agreement, amend commence (within the Pending Offer and file with meaning of Rule 14d-2 under the U.S. Securities and Exchange Commission Act of 1934, as amended (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment DateExchange Act”)) the Offer. (b) The obligations of Merger Sub to, and of Parent Acquiror to cause Merger Sub to, accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is are subject only to the satisfaction or waiver (as provided in if permitted by Section 1.1(c)1.01(c) below) of the conditions set forth in Annex A I (the “Offer Conditions”) and are not subject to any other conditions (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions). On the terms and subject to the Offer Conditions and this AgreementConditions, Merger Sub shall, and Parent Acquiror shall cause Merger Sub to, (ix) no later than consummate the first Business Day after the Expiration Date, irrevocably Offer in accordance with its terms and (y) accept and pay for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (as defined below) and in any event, no more than two compliance with applicable Law (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Dateas defined below). The acceptance for purchase payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent Acquiror shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing all funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions (other than the Minimum Condition) are for the sole benefit of Parent Acquiror and Merger Sub, and Parent and, to the extent permitted by applicable Law, Acquiror and Merger Sub may waive, to the extent permitted by applicable Law, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent Acquiror and Merger Sub only with the prior written consent of the Company. Parent Acquiror and Merger Sub expressly reserve the right to waive waive, to the extent permitted by applicable Law, any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent Acquiror and Merger Sub shall not: (i) subject to Section 3.07, decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to on the Offer in addition to the Offer Conditions or amend, modify or supplement amend any Offer ConditionsCondition in a manner that is adverse to the holders of Shares, (iv) waive, modify waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e)Shares, (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e1.01(e), or (vii) provide any a “subsequent offering period” in accordance with within the meaning of Rule 14d-11 of promulgated under the Exchange Act. (d) The On the date the Offer is commenced, Merger Sub shall, and Acquiror shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. Subject to Section 6.02, the Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender all of their Shares to Merger Sub pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation ChangeDocuments. Merger Sub shall, and Parent Acquiror shall cause Merger Sub to, cause the Offer Documents and the filing and dissemination thereof to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent Acquiror and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent Acquiror and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent Acquiror and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that ParentAcquiror, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent Acquiror and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent Acquiror and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent Acquiror and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m.remain open until midnight, New York City time, on at the tenth (10th) end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer Amendment Date is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e)1.01(e) or applicable Law, the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions shall not have not been satisfied or waivedwaived in accordance with this Agreement, Merger Sub shall, and Parent Acquiror shall cause Merger Sub to, extend the Offer for successive periods of not more than five twenty (520) business days Business Days per extension (as defined below) (the length of such period to be determined by Parent or Merger Sub in their sole discretionSub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer ConditionsConditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived in accordance with this Agreement), and (ii) Merger Sub shall, and Parent Acquiror shall cause Merger Sub to, extend the Offer for any period required by any applicable Law, rule, regulation, interpretation or position of the SEC or its staff or rules of the Nasdaq Stock Market applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration DateOffer; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except Date (as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offerdefined below). Nothing in this Section 1.1(e1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent Acquiror or Merger Sub to terminate this Agreement pursuant to Article VISection 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent Acquiror shall cause Merger Sub to, promptly (and in any event within one (1) business day Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VISection 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent Acquiror shall cause Merger Sub to, promptly return, and shall cause any depository depositary acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly soon as reasonably practicable and no later than the date that is seven (7) business days after the date of this Agreement, but in no event later than the initial public announcement 15th Business Day after the date of this Agreement. Notwithstanding the foregoing, amend Merger Sub shall not be required to commence the Pending Offer and if the Company shall not be prepared to file with the U.S. Securities and Exchange Commission (SEC immediately following commencement of the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares asOffer, and to disseminate to holders of Shares, the extentSchedule 14D-9. The date on which Merger Sub commences the Offer, required by applicable Law (such date within the meaning of Rule 14d-2 under the filingExchange Act, is referred to in this Agreement as the “Offer Amendment Commencement Date”). (b) The obligations of ” In the Offer, each Share accepted by Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not the Offer shall, subject to any other conditionsthe adjustments set forth in Section 2.1(e), be exchanged for the right to receive the Offer Consideration. On Subject to the terms and subject to conditions of the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (x) accept for exchange all Shares validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Merger Sub is permitted to do so under applicable Laws (and in any event in compliance with Rule 14e-1(c) of the Exchange Act) and (y) deliver the Offer Consideration in exchange for each Share accepted for exchange pursuant to the Offer. (b) The obligation of Merger Sub to accept for exchange (and the obligation of Parent to cause Merger Sub to accept for exchange) Shares validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to the conditions set forth in Annex II (the “Offer Conditions”). (c) Merger Sub expressly reserves the right, in its sole discretion, to (i) increase the Offer Consideration and (ii) waive or make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company: (A) the Minimum Tender Condition or any of the conditions set forth in clauses (d) or (e) of Annex II may not be amended or waived; and (B) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) decreases any component of the Offer Consideration, (3) decreases the aggregate number of Shares to be purchased by Merger Sub in the Offer, (4) imposes conditions to the Offer in addition to the Offer Conditions or modifies the existing Offer Conditions in a manner adverse to the stockholders of the Company, or (5) except as provided in Section 1.1(d), extends the expiration time of the Offer beyond the initial expiration time of the Offer. (d) The Offer shall initially be scheduled to expire twenty (20) Business Days following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (the “Initial Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, for additional successive periods of up to ten (10) Business Days per extension (with the length of such periods to be determined by Parent), until all Offer Conditions are satisfied or validly waived in order to permit the Acceptance Time to occur; provided, however, that in no event shall Merger Sub or Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer to a date later than the first Business Day after Outside Date; and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period required by any rule, regulation, interpretation or position of the SEC or the staff of the SEC applicable to the Offer; provided, however that in no event shall Merger Sub or Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer to a date later than the Outside Date. For the avoidance of doubt, if, at any Expiration Date, irrevocably all of the Offer Conditions have been satisfied or waived in writing by Parent and this Agreement has not otherwise been terminated in accordance with its terms Merger Sub shall (and Parent shall cause Merger Sub to) promptly accept for purchase exchange, and deliver the Offer Consideration for, all Shares validly tendered and not validly withdrawn pursuant to the Offer in accordance with this Agreement. (e) As soon as reasonably practicable after the date of this Agreement, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the “Tendered SharesRegistration Statement”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) under the Exchange Act (the “Preliminary Prospectus”). On the Offer Commencement Date, Parent and Merger Sub shall: (i) cause to and subject be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the conditions Offer (together with all amendments and supplements thereto, the “Schedule TO”), which will contain or incorporate by reference the Preliminary Prospectus and forms of the related letter of transmittal and summary advertisement (such Tender Offer is Statement on Schedule TO and all exhibits, amendments and supplements thereto being referred to collectively in this Agreement as the “Offer Closing,” Documents”); and the date and time at which (ii) cause the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause Documents to be provided, disseminated to Merger Sub on the date holders of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of extent required by applicable Laws. Parent and Merger SubSub shall cause the Registration Statement and the Offer Documents and the filing and dissemination thereof to comply in all material respects with the applicable Laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Offer Documents (including all amendments and supplements thereto) prior to the filing thereof with the SEC, and Parent and Merger Sub may waiveshall consider and incorporate any such comments as Parent, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Companyand their counsel deem appropriate. Parent and Merger Sub expressly reserve shall promptly provide the right Company and its counsel with a copy of any written comments and a description of any oral comments received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to waive any of the Registration Statement or the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions Documents. Each of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease use reasonable best efforts to respond promptly to any comments of the Offer Price SEC or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements its staff with respect to the Offer in addition to the Offer Conditions or amendRegistration Statement, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Changethe Offer. To the extent required by the applicable Laws, (1) each of Parent, Merger Sub shall, and Parent the Company shall cause Merger Sub to, cause use reasonable best efforts to correct promptly any information provided by it for use in the Registration Statement or the Offer Documents to comply the extent that it becomes aware that such information shall have become false or misleading in any material respect and (2) Parent and Merger Sub shall take all steps necessary to promptly cause the Registration Statement and the Offer Documents, as supplemented or amended to form in all material respects correct such information, to be filed with the requirements SEC and to be disseminated to holders of applicable LawShares. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares Company’s stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d1.1(e), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond have the Registration Statement declared effective under the Securities Act as promptly as possible after its filing and to any such SEC commentsmaintain its effectiveness for so long as shall be required for the issuance of Parent Common Stock pursuant to the Offer and the Merger. Following the time the Registration Statement is declared effective, Parent shall file the final prospectus included therein under Rule 424(b) under the Securities Act. (ef) Subject Neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to the terms and conditions set forth in then scheduled expiration of the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer unless this Agreement is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended validly terminated in accordance with this Section 1.1(e)Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, in which case Merger Sub shall, shall (and Parent shall cause Merger Sub to, extend ) irrevocably and unconditionally terminate the Offer for successive periods of not promptly (but in no event more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day Business Day) after such termination of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIAgreement.

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Article VISection 8.1, Merger Sub as promptly as reasonably practicable (but in no event later than ten (10) business days) after the date hereof, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Offer Conditions, Purchaser shall, and Parent shall cause Merger Sub Purchaser to, promptly after the Expiration Time (and in any event within one (1) business day (calculated as promptly as reasonably practicable set forth in Rule 14d-1(g)(3) under the Exchange Act)), accept for payment all such Shares validly tendered pursuant to the Offer and no later than not withdrawn (the date that is seven (7) business days after the date and time of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filingfirst acceptance for payment, the “Offer Amendment DateAcceptance Time”)) and promptly thereafter pay for such Shares. (b) The obligations Offer shall initially be scheduled to expire at midnight (Eastern time) on the date that is twenty (20) business days following the commencement of Merger Sub tothe Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (the latest time as the Offer may expire, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares as it may be extended pursuant to this Section 1.1, shall be referred to as the Offer is subject only “Expiration Time”). If on or prior to the satisfaction or waiver (as provided in Section 1.1(c)) any then scheduled Expiration Time, all of the conditions set forth in Annex A I (collectively, the “Offer Conditions”) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub Purchaser to, ) extend the Offer for successive periods of up to ten (i10) no later than business days each (the first Business Day after length of such period to be determined in good faith by Parent and the Company) until the earlier of (x) the date on which all of the Offer Conditions are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 8.1. The Offer may not be terminated or withdrawn prior to the Expiration DateTime, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn unless this Agreement is terminated in accordance with Section 8.1. In the event this Agreement is terminated pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date Section 8.1, Parent shall cause Purchaser to promptly (and in any event, no more than two event within one (21) business days), pay for all day of such Shares (provided that if termination) irrevocably and unconditionally terminate the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this AgreementOffer. (c) The Offer Conditions are for Purchaser expressly reserves the sole benefit of Parent and Merger Subright, and Parent and Merger Sub may subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in whole or in partits sole discretion; provided, any Offer Condition at any time and from time to timehowever, in their sole and absolute discretionthat, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company. , neither Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: nor Purchaser shall: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the Offer Price or decrease the number of Shares subject to or sought pursuant to be purchased in the Offer; (ii) extend the Expiration Time, except as required by this Agreement or Applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or its staff); (iii) waive or amend the Minimum Condition; (iv) impose conditions or requirements any condition to the Offer not set forth in addition to the Offer Conditions or Annex I; or (v) otherwise amend, modify or supplement any Offer Conditions, (iv) waive, modify Condition or amend the Minimum Condition, (v) amend any other term of the Offer set forth in this Agreement or in the Offer Documents in a manner that is adverse to the holders Company’s shareholders. (d) Purchaser may, without the consent of Shares except as required or permitted by Section 1.1(e)the Company, (vi) terminate elect to provide a subsequent offering period for the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange ActAct following its acceptance for payment of Shares in the Offer (a “Subsequent Offering Period”). (de) The Company hereby consents On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the inclusion Offer, which shall contain or incorporate by reference the offer to purchase and forms of the recommendation related letter of the Company Board that the Company’s stockholders accept transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements, amendments and tender their Shares to Merger Sub pursuant to the Offer (exhibits thereto, the “Company RecommendationOffer Documents”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, (ii) cause the Offer Documents to comply be disseminated to the Company’s shareholders as and to form in all material respects with the requirements of applicable Lawextent required by the Exchange Act. The Company and its counsel shall promptly furnish be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Merger Sub all information concerning Purchaser shall give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Purchaser agree to provide the holders of Shares Company with (i) any comments or other communications, whether written or oral, that may be required received from the SEC or its staff with respect to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(dpromptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given), including communication of the Offer to the record and beneficial holders of Shares. Each of Parent, Purchaser and the parties agrees to Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub further agree to Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Law or any applicable Lawrules or regulations of NASDAQ. The Company shall promptly furnish to Parent and Merger Sub shall provide Purchaser all information concerning the Company and its counsel required by the Exchange Act to be set forth in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from the Offer Documents. Subject to an Adverse Change Recommendation being made by the Company pursuant to Section 5.4 prior to the time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior are disseminated to the filing Company’s shareholders, the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents; provided, in the event an Adverse Change Recommendation is made by the Company pursuant to Section 5.4 following the time the Offer Documents (including any amendment are disseminated to the Company’s shareholders, each of Parent and Purchaser shall take all steps necessary to amend or supplement thereto) the Offer Documents to correct such information and to cause the Offer Documents as so amended or supplemented to be filed with the SEC or dissemination thereof and disseminated to the holders of Shares, as applicable. (f) Parent shall provide or responding cause to be provided to Purchaser on a timely basis the funds necessary to pay for any comments of the SEC with respect Shares that Purchaser becomes obligated to purchase pursuant to the Offer Documents, and shall cause Purchaser to fulfill its obligations under this Agreement. Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or responseshall, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documentsensure that all of its Affiliates, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, either (i) iftender Shares held by them, on the then-effective Expiration Dateif any, any of into the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable transfer such Shares to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ Purchaser prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIAcceptance Time.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VISection 9.1 and the Company is prepared in accordance with Section 2.2(a) to file with the SEC, and to disseminate to the Stockholders, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable (but in no event later than 10 Business Days) after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than commence (within the date that is seven (7) business days after meaning of Rule 14d-2 under the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filingAct), the “Offer Amendment Date”)Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares shares of Company Common Stock pursuant to the Offer is are subject only to the terms and the satisfaction or waiver (as provided in Section 1.1(c)2.1(c) below) of the conditions set forth in Annex A I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions). On the terms and subject to the conditions of the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept and pay for purchase all Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon promptly as practicable on or after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase payment of Shares shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing a timely basis funds necessary to purchase and pay for any and all Shares shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the shares so tendered are registered if the Person tendering such shares shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such shares or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective controlled Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the maximum number of Shares shares of Company Common Stock subject to or sought to be purchased in the Offer, (iii) impose conditions or requirements to on the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum ConditionCondition or the Antitrust and Judgment/Illegality Conditions (other than the condition in sub-clause (c)(ii)(1) of Annex I which may be waived by Parent and Merger Sub in their sole discretion), (v) amend any other term of the Offer in a manner that is materially adverse to the holders of Shares Stockholders, (vi) extend or otherwise change the Expiration Date except as required or permitted by Section 1.1(e), (vi2.1(e) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated prior to the Expiration Date, unless this Agreement is validly terminated in accordance with Rule 14d-11 of the Exchange ActSection 9.1. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, forms of the letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the Stockholders to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) Recommendation in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation ChangeDocuments. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company Subsidiaries and the holders of Shares Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d2.1(d), including communication of the Offer to the record and beneficial holders of SharesStockholders. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of SharesStockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of SharesStockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject Unless extended or earlier terminated pursuant to and in accordance with the terms and conditions set forth in the Offer Documentsof this Agreement, the Offer shall initially be scheduled to expire at 5:00 remain open until one minute after 11:59 p.m., New York City time, on the tenth 20th Business Day (10thfor purposes of this Section 2.1(e), calculated in accordance with Rule 14d-1(g)(3) business day after under the Exchange Act) following the commencement of the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) Agreement or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e)Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if, on if as of the then-effective Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied or waived, waived by Parent or Merger Sub shallif permitted hereunder, then Merger Sub may, and Parent shall may cause Merger Sub to, in the Parent’s and Merger Sub’s sole discretion and without the consent of the Company, extend the Offer for successive periods on one or more occasions in consecutive increments of not more than five (5) business days 20 Business Days each (the length of such period to be determined by Parent or and Merger Sub in their sole discretion), or for such longer period as the parties may agree, agree in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Conditions, other than the Minimum Condition), (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any (x) the minimum period required by any rule, regulationapplicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff and (y) periods of not more than 10 Business Days per extension, until any waiting period (and any extension thereof) applicable to the Offer or necessary to resolve any comments consummation of the SEC Offer under the HSR Act shall have expired or its staff applicable to the Offer or the Offer Documents been terminated and (iii) Parentif, in its sole discretionas of the scheduled Expiration Date, may any Offer Condition is not satisfied and has not been waived, at the request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to to, extend the Offer for up to two (2) successive periods on one or more occasions in consecutive increments of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Datenot more than 10 Business Days each; provided that, in the case of clauses (i) and (ii), that Merger Sub shall not in any event be required to, and without the Company’s prior written consent Parent shall notnot in any event be required to cause Merger Sub to, extend the Offer beyond the Outside Date. Except as ; provided in the immediately preceding sentence, Parent and further that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer. Nothing in this Section 1.1(e) shall Offer beyond the Initial Expiration Date on more than three occasions, not to exceed an aggregate of 30 Business Days (provided that each such extension will be deemed to impair10 Business Days unless the Company agrees otherwise), limit or otherwise restrict in any manner the right if, as of the Companyapplicable Expiration Date, Parent all of the Offer Conditions are satisfied or Merger Sub have been waived, other than the Minimum Condition and conditions which by their nature are to terminate this Agreement pursuant to Article VIbe satisfied at the expiration of the Offer. In the event that this Agreement is validly terminated pursuant to the terms hereofSection 9.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day 24 hours of such termination) ), irrevocably and unconditionally terminate the Offer. If , shall not acquire any shares of Company Common Stock pursuant to the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article VIVIII hereof, Merger Sub (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 (iii) none of the conditions set forth in Section 2 of Annex B hereto shall 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 Merger Sub it to, as promptly as reasonably practicable accept for payment, and no later than pay for (after giving effect to any required withholding Tax), all Shares validly tendered pursuant to the date that is seven Offer and not withdrawn (7) business days after the time and date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filingacceptance for payment, the “Offer Amendment Acceptance Date”). (b) The obligations of Merger Sub toPurchaser expressly reserves the right, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be providedits sole discretion, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Tender Offer Condition at any time and from time to timeor modify the terms of the Offer; provided, in their sole and absolute discretionhowever, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with that without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub Purchaser shall not: not (i) decrease the Offer Price or change the form of consideration payable in the OfferPrice, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements change the form of consideration payable in the Offer (other than by increasing the Offer Price, in the sole discretion of Purchaser), (iv) add to the Offer in addition to the Offer Conditions or amend, modify or supplement any Tender Offer Conditions, (ivv) waive, modify waive or amend the Minimum Condition, Condition (v) amend any other term of the Offer as defined in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(eAnnex B), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any the expiration date of the Offer, other amendment that would have the effect of accelerating, extending or otherwise changingthan in accordance with Section 1.01(c) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide make any “subsequent offering period” other change in accordance with Rule 14d-11 the terms or conditions of the Exchange ActOffer which is or would reasonably be expected to be materially adverse to any holder of Shares, it being agreed that a waiver by Purchaser of any of the conditions set forth in Annex B (other than the Minimum Condition) in whole or in part at any time and from time to time in its discretion shall not be deemed to be materially adverse to any holder of Shares. (dc) The Company hereby consents to the inclusion initial expiration date of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) orshall be the 20th Business Day following the commencement of the Offer (determined using Rule 14d-2 under the Exchange Act). Without the prior written consent of the Company, Purchaser may extend the Expiration Date (which extended date shall thereupon be the Expiration Date for purposes of this Agreement) in increments of not more than ten (10) Business Days each, if at the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial scheduled Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have conditions to Purchaser’s obligation to purchase Shares are not been satisfied, until such time as such conditions are satisfied or waived, Merger Sub shall, and Parent provided that the Expiration Date shall cause Merger Sub to, not be later than the Outside Date as a result of such extension. Without limiting the right of Purchaser to extend the Offer for successive periods of Offer, provided that this Agreement shall not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub have been terminated in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditionsaccordance with Article VIII hereof, (ii1) Merger Sub shall, and Parent Purchaser shall cause Merger Sub to, extend the Offer Expiration Date for any period required by any rule, regulation, interpretation or position of the SEC or its the staff thereof applicable to the Offer or necessary to resolve any comments of and (2) Purchaser shall extend the SEC or its staff applicable to Expiration Date if the Offer or the Offer Documents conditions set forth in clauses (ii) and (iii) Parentof Section 1 of Annex B are not satisfied as of any scheduled Expiration Date, until such time as the conditions set forth in its sole discretionclauses (ii) and (iii) of Section 1 of Annex B are satisfied, may cause Merger Sub provided that the Expiration Date shall not be later than the Outside Date as a result of such extension. Further, provided that this Agreement shall not have been terminated in accordance with Article VIII hereof, if any of the conditions set forth in Annex B (other than the conditions set forth in clauses (ii) and (iii) of Section 1 of Annex B) are not satisfied as of any scheduled Expiration Date, then, except to the extent that such conditions are incapable of being satisfied, at the request of the Company, Purchaser shall extend the Offer Expiration Date for up a period requested by the Company of not more than ten (10) Business Days in order to two (2) successive periods permit the satisfaction of five (5) business days each upon notice such conditions to the Offer; provided, however, that Purchaser shall not be required to so extend the Expiration Date pursuant to this sentence on more than two occasions or if the failure to meet any of such conditions set forth in Annex B was caused by or resulted from the failure of the Company at least twenty-four to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. In addition, Purchaser shall have the right, without the consent of the Company, to make available a subsequent offering period (24within the meaning of Rule 14d-11 under the Exchange Act) hours’ prior to if, on the then-effective applicable Expiration Date; provided that, the conditions to the Offer set forth in Annex B have been satisfied or waived but there shall not have been tendered that number of Shares which would equal at least ninety percent (90%) of the issued and then outstanding Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof). Subject to the terms and conditions set forth in the case of clauses (i) Offer, Purchaser shall, and (ii)Parent shall cause it to, Merger Sub shall accept for payment and pay for all Shares validly tendered and not withdrawn during such subsequent offering period promptly after any such Shares are tendered during such subsequent offering period and in any event in compliance with Rule 14d-11 and Rule 14e-1(c) promulgated under the Exchange Act. The Offer may be required toterminated prior to its Expiration Date (as such expiration date may be extended and re-extended in accordance with this Agreement), and without the Company’s prior written consent but only if this Agreement is validly terminated in accordance with Section 8.01. In no event shall not, Purchaser extend the Offer beyond the Outside Date. Except as provided in . (d) On the immediately preceding sentencedate of commencement of the Offer, Parent and Merger Sub Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”); (ii) cause the Offer Documents to be disseminated to holders of Shares as required by applicable Law; and (iii) timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes and shall disseminate to the holders of Company Common Stock via the Offer Documents 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. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. (e) Parent and Purchaser shall cause the Offer Documents and any amendments or supplements thereto to (i) comply in all material respects with the Exchange Act, and (ii) not extend contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent with respect to information supplied by the Company specifically for inclusion in the Offer Documents. Parent and Purchaser shall cause the information supplied by Parent and its affiliates specifically for inclusion in the Schedule 14D-9, the Information Statement or the Proxy Statement, at the respective times the Schedule 14D-9, the Information Statement or the Proxy Statement are filed with the SEC or, in the case of the Proxy Statement, at the time of the Special Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Purchaser shall cause the Offer to be conducted in compliance in all material respects with the Exchange Act. (f) If at any time prior to the Effective Time, any information relating to the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Purchaser which should be set forth in an amendment or supplement to the Offer Documents so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Company Shareholders, as and to the extent required by applicable Law or any applicable rule or regulation of any stock exchange. Parent and Purchaser agree to provide the Company with (i) any comments or Merger Sub other communications, whether written or oral, that may be received from the SEC or its staff with respect to terminate this Agreement pursuant the Offer Documents promptly after receipt thereof and prior to Article VI. In responding thereto and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). (g) Purchaser shall be entitled to deduct and withhold from the event that this Agreement is terminated consideration otherwise payable pursuant to the terms hereofOffer to any holder of Shares such amounts as Purchaser is required to deduct and withhold with respect to the making of such payment under the Code, Merger Sub shallor any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing authority by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Purchaser. (h) Parent shall cause Merger Sub to, promptly (and in to be provided to Purchaser all of the funds necessary to purchase any event within one (1) business day of such termination) terminate Shares that Purchaser becomes obligated to purchase pursuant to the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting Purchaser to perform, on behalf of Merger Sub to returna timely basis, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless of Purchaser’s obligations under this Agreement has been terminated in accordance with Article VIAgreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI7, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as promptly as reasonably practicable applicable, validly tendered and no later than not properly withdrawn pursuant to the date Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that is seven number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (7if any) business days after then owned by the date Parent, equals at least a majority of the initial public announcement of this Agreement, amend voting power represented by the Pending Offer Shares and file Preferred Shares (voting on an as-converted basis in accordance with the U.S. Securities Certificate of Designations) that are then issued and Exchange Commission outstanding (the “SEC”"Minimum Condition"); and (b) amended Offer Documents reflecting the executionsatisfaction, terms and conditions of this Agreementor waiver by Merger Sub, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”).other conditions and requirements set forth in Annex I. (b) The obligations of On or prior to the date that Merger Sub tobecomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, and of Parent shall provide or cause to cause be provided to Merger Sub toon a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and pay for any Shares purchase pursuant to the Offer is subject only Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver (as provided in Section 1.1(c)) by Merger Sub, of the other conditions and requirements set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this AgreementI, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase payment (the time of such acceptance, the "Acceptance Time") and pay for all Shares and Preferred Shares validly tendered and not validly properly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after following the Expiration Date (and Date, and, in any event, no more than two (2) business days), pay for all such Shares (provided that if Business Days after the Expiration Date is Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Outside DateOffer shall be paid to the seller in cash, such acceptance shall occur without interest, subject to any withholding of Taxes required by applicable Law, on the Outside Date). The acceptance for purchase of Shares pursuant to terms and subject to the conditions of the Offer is referred to set forth in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent "Offer to Purchase") that describes the terms and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent conditions of the Company. Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided thatprovided, unless otherwise provided in this Agreement or previously approved by however, that except with the Company in writingprior written approval of the Company, Parent and Merger Sub shall not: not (i) decrease the Offer Price or Price, (ii) change the form of consideration payable in the Offer, (iiiii) decrease reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iiiiv) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend waive the Minimum Condition, (v) amend any of the other term conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner that is adverse in any material respect to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange ActPreferred Shares. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) Unless extended in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects accordance with the requirements terms of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer DocumentsAgreement, the Offer shall initially be scheduled to expire at 5:00 p.m., one minute after 11:59 p.m. (New York City time, ) on the tenth date that is twenty (10th20) business day after Business Days following the commencement of the Offer Amendment Date (determined using Rule 14d-1(g)(3) promulgated under the “Exchange Act) (such date and time, the "Initial Expiration Date”") or, if the period of time for which the Offer is open shall have Initial Expiration Date has been extended pursuant to, and in accordance with, with this Section 1.1(e) or as may be required by applicable LawAgreement, the date and time and date to which the Offer has been so extended (the Initial Expiration Date Date, or such later date and time and date to which the Offer Initial Expiration Date has been extended in accordance with this Section 1.1(e)Agreement, the “"Expiration Date”"). Notwithstanding the foregoing, . (ie) if, If on the then-effective any then scheduled Expiration Date, any of the conditions to the Offer Conditions (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waivedwaived by Merger Sub, Merger Sub shall, shall (and Parent shall cause Merger Sub to, ) extend the Offer for successive periods of not more than five up to ten (510) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion)Business Days each, or for such longer period as may be agreed between Merger Sub and the parties may agreeCompany, in order to permit the satisfaction of the Offer Conditionssuch conditions; provided, (ii) Merger Sub shallhowever, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), that Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, to extend the Offer beyond the Outside Date. Except as provided in The "Outside Date" shall be June 20, 2020. In addition, Merger Sub shall extend the immediately preceding sentenceOffer for any period or periods required by applicable Law or applicable rules, Parent and regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not extend terminate the Offer. Nothing in this Section 1.1(e) shall be deemed Offer prior to impair, limit or otherwise restrict in any manner scheduled Expiration Date without the right prior written consent of the Company, Parent or Merger Sub to terminate except if this Agreement pursuant to has been terminated in accordance with Article VI7. In the event that If this Agreement is terminated pursuant to the terms hereofin accordance with Article 7, Merger Sub shall, shall (and Parent shall cause Merger Sub to, ) promptly (and in any event within one (1) business day of 24 hours following such termination) ), irrevocably and unconditionally terminate the OfferOffer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the OfferAcceptance Time, Merger Sub shall, shall (and the Parent shall cause Merger Sub to, ) promptly return, and shall cause any depository depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof. thereof and Merger Sub shall not withdraw (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer unless this Agreement has been terminated Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Article VI.Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the "Schedule TO"). The Schedule TO shall include, as exhibits,

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VIVIII hereof and none of the events set forth in Annex A shall have occurred and be existing, Merger Sub as promptly as practicable (but in no event later than the later of (i) ten business days after a public announcement of the execution of this Agreement and (ii) the first business day following the filing by the Company with the United States Securities and Exchange Commission (the "SEC") of its Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999 (the "1999 10-K")), Purchaser shall, and Parent shall cause Merger Sub Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission amended (the “SEC”"Exchange Act")) amended the Offer Documents reflecting at the executionOffer Price. Subject only to the conditions set forth in Annex A hereto, terms and conditions of this AgreementPurchaser shall, and Parent shall cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub Purchaser to, accept for payment and pay for any all Shares validly tendered and not withdrawn pursuant to the Offer is prior to its expiration date. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditionshereto. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub Purchaser expressly reserve reserves the right to waive any of conditions to the Offer Conditions, to increase the Offer Price or and to make any other changes change in the terms and or conditions of to the Offer; , provided that, unless otherwise except as provided in this Agreement or previously approved by the Company in writingSection 1.1(d), Parent and Merger Sub Purchaser shall not: , without the prior consent of the Company, (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditionsthose set forth in Annex A, (iv) waiveamend any condition of the Offer set forth in Annex A, modify or amend the Minimum Condition, (v) amend any other term or waive satisfaction of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date Minimum Condition (as defined below) except as required in Annex A hereto). Purchaser shall on the terms and subject to the prior satisfaction or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 waiver of the Exchange Act. (d) The Company hereby consents to the inclusion conditions of the recommendation of Offer, accept for payment, and pay for, Shares tendered as soon as it is legally permitted to do so under applicable law, subject to Section 1.1(d) (the Company Board "Acceptance Date"). Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment, and pay for, any Shares that the Company’s stockholders Purchaser becomes obligated to accept the Offer for payment, and tender their Shares to Merger Sub pay for, pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsOffer. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent Purchaser shall cause Merger Sub to, as promptly as reasonably practicable and practicable, but in no event later than December 2, 1996, commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase for cash (the "Offer") any and all of the Company's outstanding shares of common stock, par value $.01 per share (the "Shares" or the "Common Stock"), at a price not less than $19.09 per Share, net to the seller in cash (the "Offer Price"). The Offer shall have a scheduled expiration date that is seven (7) 20 business days after following the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreementcommencement thereof. The Sub shall, and Purchaser shall cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any all Shares tendered pursuant to the terms of the Offer is as soon as such actions are permitted under applicable law, subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A hereto and shall be made pursuant to an offer to purchase (the “"Offer Conditions”to Purchase") (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with containing the terms of set forth in this Agreement) Agreement and not to any the other conditionsconditions set forth in Annex A hereto. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shallshall not, and Parent Purchaser shall cause Merger not permit Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to decrease the Offer (Price, extend the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the expiration date of the Offer Closing funds necessary to purchase and pay for beyond the twentieth business day following commencement thereof or otherwise amend any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant other condition of the Offer in any manner adverse to the Offer and this Agreement. (c) The Offer Conditions are for holders of the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with Shares without the prior written consent of the Company. Parent and Merger ; provided, however, that Sub expressly reserve may extend the right to waive any expiration date of the Offer Conditionsif (i) one or more conditions set forth in Annex A hereto shall not be satisfied or (ii) Purchaser reasonably determines, with the prior approval of the Company (such approval not to increase be unreasonably withheld or delayed) that such extension is necessary to comply with any legal or regulatory requirements relating to the Offer. Purchaser will not tender into the Offer Price any Shares beneficially owned by it. The Company agrees that no Shares held by the Company or any Subsidiary of the Company will be tendered pursuant to make any other changes in the terms and conditions Offer. (b) On the date of the commencement of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent Purchaser and Merger Sub shall not: file with the United States Securities and Exchange Commission (ithe "SEC") decrease the a Tender Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements Statement on Schedule 14D-1 with respect to the Offer in addition which will include, as exhibits, an Offer to Purchase and a form of letter of transmittal and summary advertisement (together with any amendments and supplements thereto, the "Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(eDocuments"), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) . The Company hereby consents and its counsel shall be given a reasonable opportunity to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer review and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in comment on the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be before they are filed with the SEC and disseminated SEC. In addition, Sub agrees to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that ParentPurchaser, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsthereof. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that Upon the terms and subject to the conditions of this Agreement shall not have been terminated Agreement, as promptly as practicable (but in accordance with Article VIno event later than seven Business Days) after the date of this Agreement, Merger Sub Purchaser shall, and Parent shall cause Merger Sub Purchaser to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents Documents, reflecting the execution, terms and conditions offer to purchase all of this Agreementthe Shares at the Offer Price, and cause the Offer Documents to be disseminated to the holders stockholders of Shares as, the Company as and to the extent, extent required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) federal securities Laws. The obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment payment, and pay for for, any Shares shares of Company Common Stock tendered pursuant to the Offer is are subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, ). (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the expiration date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the amended Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) 15th business day after following the filing of the amended Offer Amendment Date Documents pursuant to Section 1.1(a) (determined pursuant to Rule 14d­1(g)(3) under the Exchange Act of 1934 (the “Exchange Act”)) (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have has been extended pursuant to, and in accordance withwith this Agreement, this Section 1.1(e) or as may be required by applicable Law, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e)Agreement, the “Expiration Date”). Notwithstanding Purchaser expressly reserves the foregoingright, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (A) reduce the number of shares of Company Common Stock subject to the Offer, (iB) ifreduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition, (D) add to the Offer Conditions or make any condition to the Offer more difficult to satisfy, (E) extend the Expiration Date other than in accordance with this Agreement or provide a “subsequent offering period” within the meaning of Rule 14d­11 promulgated under the Exchange Act or (F) otherwise amend the Offer in a manner adverse to the holders of Shares generally. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 8.1. If this Agreement is terminated pursuant to Section 8.1, Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, Purchaser shall promptly return, and shall cause any depositary acting on behalf of the then-effective Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (ii) Parent and Purchaser agree that if on any scheduled Expiration DateDate of the Offer, any of the Offer Conditions have (including the Minimum Tender Condition and the other Offer Conditions set forth in Exhibit A) is not been satisfied or waivedor, Merger Sub in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and applicable Law), then Purchaser shall, and Parent shall cause Merger Sub Purchaser to, extend the Offer for successive periods of not more than five (5) business days time of up to ten Business Days (the length of such period periods to be determined by Parent or Merger Sub Parent, in their its sole discretion), ) or for such longer period number of Business Days as the parties may agree, agree in order to permit the satisfaction of such conditions; provided, however, that if the Offer Conditionssole then unsatisfied condition is the Minimum Tender Condition, (ii) Merger Sub shall, and Parent Purchaser shall cause Merger Sub to, so extend the Offer for any period required by any ruleif and only if the Company shall have delivered to Purchaser a written request that Purchaser so extend the Offer; provided further, regulation, interpretation or position that if the Antitrust Condition shall have been satisfied less than five business days prior to the Expiration Date (as determined pursuant to Rule 14d­1(g)(3) of the SEC or its staff applicable to the Offer or necessary to resolve any comments Exchange Act), no such consent of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub Company shall be required for Parent to extend the Offer for a period of up to two (2) successive periods of five (5) business days each upon notice (as determined pursuant to Rule 14d­1(g)(3) of the Company at least twenty-four (24) hours’ prior to Exchange Act). Notwithstanding the then-effective Expiration Date; provided thatforegoing, in the case of clauses (i) and (ii), Merger Sub no event shall not in any event Purchaser be required to, and without the Company’s prior written consent shall not, to (1) extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.Date or

The Offer. (a) Provided Subject to the terms and conditions set forth in this Agreement, provided that this Agreement shall not have been terminated in accordance with Article VI8 and none of the events set forth in paragraphs 1 and 2 of Annex A hereto shall have occurred, as promptly as reasonably practicable after the date of this Agreement, but in no event later than ten (10) Business Days after the date of this Agreement, Merger Sub shall, shall (and Parent shall cause Merger Sub to) commence the Offer, as promptly as reasonably practicable and no later than within the date that is seven (7) business days after the date meaning of the initial public announcement applicable rules and regulations of this Agreementthe SEC, amend the Pending Offer to purchase any and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause all outstanding Shares at a price per Share equal to the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment payment, and pay for any for, Shares tendered pursuant to the Offer is are subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of each of the conditions set forth in Annex A (the “Offer Conditions”). (b) The initial expiration date of the Offer shall be on the date that is the twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rules 14d-1(g)(3) and 14d-2) (without limiting such date being the right initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of Merger Sub to terminate, extend or modify the Offer as so extended, also an “Expiration Date”). Notwithstanding the foregoing, unless the Offer is terminated in accordance with Article 8, if, on the terms initial Expiration Date or any subsequent Expiration Date, all of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreementhave not been satisfied or waived, then Merger Sub shall, and Parent shall cause Merger Sub to, subject to the rights of the parties under Article 8, extend (iand re-extend) no later than the first Business Day after Offer and its Expiration Date beyond the initial Expiration Date or such subsequent Expiration Date; provided that any such extension shall be in increments determined by Merger Sub of not more than ten (10) Business Days. The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended and re-extended in accordance with this Agreement), irrevocably accept unless this Agreement is validly terminated in accordance with Article 8. In no event shall Merger Sub extend the Offer beyond the date that is five (5) Business Days prior to the Walk Away Date without the prior written consent of the Company in its sole discretion. Notwithstanding the foregoing, subject to the rights of the parties under Article 8, Merger Sub shall extend the Offer, and Parent shall cause Merger Sub to extend the Offer, for purchase all Shares validly tendered and not validly withdrawn pursuant any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by any other Law. (the “Tendered Shares”c) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, provide or cause to be provided, provided to Merger Sub on a timely basis the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the foregoing, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and purchase pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable following the later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and this Agreement(ii) the earliest date as of which each of the Offer Conditions shall have been satisfied or waived. (cd) The Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a “Subsequent Offering Period”) following the Acceptance Time if (i) Merger Sub shall have complied with all of the conditions of Rule 14d-11 under the Exchange Act and (ii) at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing, including all Shares validly tendered and not properly withdrawn at the Acceptance Time) represent less than 90% of the then outstanding number of Shares on a Fully Diluted Basis; provided, however, that if Merger Sub is required to exercise the Top-Up Option and the Company delivers the Top-Up Option Shares upon such exercise pursuant to Section 1.4(c), Merger Sub shall not be permitted to provide for a Subsequent Offering Period. If immediately following the Acceptance Time, Parent, Merger Sub and their respective Subsidiaries own more than 70% but less than 90% of the Shares outstanding on a Fully-Diluted Basis at that time (which shall include (i) Shares beneficially owned by Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the expiration of the Offer Conditions are for by Parent, Merger Sub or their respective Subsidiaries, as the sole benefit case may be, and (ii) Shares validly tendered in the Offer and not properly withdrawn at the Acceptance Time), upon the request of Parent and the Company (which may only be made once), Merger SubSub shall provide for, and Parent shall cause Merger Sub to provide for, a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that if Merger Sub is required to exercise the Top-Up Option and the Company delivers the Top-Up Option Shares upon such exercise pursuant to Section 1.4(c), the Company shall not have the right to request Merger Sub to provide for a Subsequent Offering Period. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub may waiveshall, accept for payment and pay for all Shares validly tendered and not properly withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in whole or any event in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than compliance with Rule 14d-11(c) promulgated under the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or and/or to make any modify the other changes in the terms and conditions of the Offer; provided , except that, unless otherwise provided in this Agreement or previously approved by without the Company in writingprior written consent of the Company, Parent and Merger Sub shall not: , and Parent shall not permit Merger Sub to, do any of the following: (i) decrease reduce the number of Shares subject to the Offer; (ii) reduce the Offer Price Price; (iii) amend, change or waive the Minimum Tender Condition; (iv) except as expressly provided in Section 1.1(b), extend or otherwise change the Expiration Date, except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof) or (B) in connection with an increase of the Offer Price; (v) change the form of consideration payable in the Offer, ; (ii) decrease the number of Shares sought to be purchased in the Offer, (iiivi) impose conditions or requirements any condition to the Offer in addition to other than the Offer Conditions or Conditions; or (vii) otherwise amend, modify or supplement any of the Offer Conditions, (iv) waive, modify Conditions or amend the Minimum Condition, (v) amend any other term terms of the Offer in a any manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e)that would, (vi) terminate individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or accelerateprevent, extend materially delay or otherwise change (or make any other amendment that would have impair the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 ability of the Exchange ActParent or Merger Sub to consummate the Offer, the Merger or the Transactions. (df) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall (i) contain or incorporate by reference an offer to purchase and a related letter of transmittal and summary advertisement and such other information or documents as required by Law (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, being referred to as the “Offer Documents”) and (ii) be in form reasonably satisfactory to the Company. The Company hereby consents to the inclusion shall as promptly as practicable upon request of the recommendation of Parent, provide Parent and Merger Sub with all information concerning the Company Board that the Company’s stockholders accept the Offer and tender their Shares is required to Merger Sub pursuant to the Offer (the “Company Recommendation”) be included in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation ChangeDocuments. Parent and Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of SharesDocuments. Each of Parent, Merger Sub and the parties agrees to Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent necessary such that it shall have become false the Offer Documents do not contain any untrue statement of a material fact or misleading in omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein, and in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub further agree to shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable LawU.S. federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents each time before they are filed with the SEC and/or disseminated to holders of Shares (and the Company and its counsel shall provide any comments thereon as soon as reasonably practicable, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel). Parent and Merger Sub shall provide to the Company and its counsel in writing with copies of any written comments (and shall orally describe or telephonic notification of any oral comments) that comments or other communications Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment comments or supplement thereto) other communications, shall consult with the SEC or dissemination thereof Company and its counsel prior to the holders of Shares, or responding to any such comments or other communications, and shall provide the Company with copies of the SEC with respect to the Offer Documentsall written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel, provided that Parent and Merger Sub shall provide the Company with and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and participate in the response of Parent and Merger Sub shall give reasonable consideration to any such comments provided or other communications and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsSub). (eg) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the terms hereofOffer without the prior written consent of the Company in its sole discretion. In the event this Agreement is terminated pursuant to Section 8.1A, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of Business Day) following such termination) termination irrevocably and unconditionally terminate the OfferOffer and shall not acquire any Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, this Agreement prior to the acceptance for payment purchase of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall or cause any depository depositary acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub tendering shareholders. (h) The Offer Price shall not withdraw be adjusted to reflect fully the Offer unless this Agreement has been terminated effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock effected by the Company in accordance with Article VIthe terms and conditions of this Agreement, and, in particular, in accordance with the limitations set forth in Section 5.1(b)(vi), and occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not properly withdrawn in connection with the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VISection 8.01, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable after the Agreement Date (and in any event no later than the date that is seven ten (710) business days Business Days after the date of the initial public announcement of this Agreement), amend commence (within the Pending Offer and file with meaning of Rule 14d-2 under the U.S. Securities and Exchange Commission Act of 1934, as amended (the “SECExchange Act”)) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, purchase any and to the extent, required by applicable Law (such date all of the filing, outstanding Shares at the “Offer Amendment Date”)Price. (b) The obligations obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)1.01(c) below) of the conditions set forth in Annex A I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions). On the terms and subject to the conditions of the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept and pay for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (as defined in Section 1.01(e) below) and in any event, no more than two compliance with applicable Law (2as defined in Section 4.12(a) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Datebelow). The acceptance for purchase payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on or prior to the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, expressly reserve the right to waive any of the Offer Condition at any time and from time to time, in their sole and absolute discretion, Conditions other than the Minimum Condition, Condition (which Minimum Condition may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent ), and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided that, unless otherwise expressly provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to on the Offer in addition to the Offer Conditions or amend, modify or supplement amend any Offer ConditionsCondition, (iv) waive, modify waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares Shares, or (vi) extend the Expiration Date except as required or permitted by Section 1.1(e1.01(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to On the inclusion of the recommendation of the Company Board that the Company’s stockholders accept date the Offer and tender their Shares to is commenced, Merger Sub pursuant to shall, and Parent shall cause Merger Sub to, file with the Offer U.S. Securities and Exchange Commission (the “Company RecommendationSEC”) in a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Changeto be disseminated to the holders of Shares as and to the extent required by applicable Law. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required by applicable Law or reasonably requested by Parent or Merger Sub to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of SharesDocuments. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m.remain open until midnight, New York City time, on at the tenth (10th) end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer Amendment Date is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five ten (510) business days Business Days (the length of such period to be determined by Parent or Merger Sub in their sole discretionSub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer ConditionsConditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration DateDocuments; provided that, that (A) in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except Date (as provided defined in Section 8.01(c) below) and (B) in the immediately preceding sentencecase of clause (i), Parent in the event that each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any then-effective Expiration Date and the Minimum Condition shall not have been satisfied as of such Expiration Date, then Merger Sub shall not in any event be required to extend the OfferOffer pursuant to clause (i) beyond the date that is twenty (20) business days after such Expiration Date, but may in its sole discretion elect to do so, subject to Section 1.01(e)(A). Nothing in this Section 1.1(e1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VISection 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VISection 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VIARTICLE VII, Merger Sub shall, Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase all of the Shares at the Offer Price as promptly as reasonably practicable and after the date of this Agreement, but in no event later than the date that is seven (7) business days Business Days after the date of the initial public announcement of the execution of this Agreement, amend Agreement (which initial public announcement shall occur no later than the Pending Offer first (1st) Business Day following execution and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions delivery of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) . The obligations of Merger Sub toPurchaser to accept for payment, and of Parent to cause Merger Sub topay for, accept for payment and pay for any Shares tendered pursuant to the Offer is are subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”). The Offer shall initially expire at 9:00 a.m. (New York City time) on the date that is twenty-one (21) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (without limiting the right of Merger Sub “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to terminatethis Agreement, extend or modify the date and time to which the Offer in accordance with has been so extended (the terms of Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) and not to any other conditions. On that describes the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to as set forth in this Agreement as the “Offer Closing,” and the date and time at which Agreement, including the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Conditions. Parent and Merger Sub, and Parent and Merger Sub may Purchaser expressly reserve the right to waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided thatprovided, however, that unless otherwise provided in by this Agreement or as previously approved in writing by the Company in writingCompany, Parent and Merger Sub Purchaser shall not: not (i) decrease the Offer Price or Price, (ii) change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased paid in the Offer, (iii) reduce the maximum number of Shares subject to the Offer, (iv) impose conditions or requirements to the Offer in addition to the conditions set forth in Annex A hereto or modify or change any Offer Conditions Condition in a manner adverse in any material respect, to any Company’s stockholders, (v) change, modify or waive the Minimum Condition, (vi) except as otherwise provided in this Section 1.1, extend or otherwise change the expiration date of the Offer, (vii) otherwise amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend of the Minimum Condition, (v) amend any other term terms of the Offer in a manner that is adverse in any material respect to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), Company’s stockholders or (viiviii) provide any “subsequent offering period” in accordance with within the meaning of Rule 14d-11 of promulgated under the Exchange Act. (db) The Notwithstanding the foregoing Section 1.1(a)(vi), Purchaser shall (i) if requested in writing by the Company hereby consents at least one (1) Business Day prior to the inclusion applicable Expiration Time, extend the Offer beyond the then-scheduled Expiration Time for periods of five (5) Business Days on each such occasion if any Offer Condition has not been satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties’ respective rights to terminate this Agreement pursuant to ARTICLE VII; provided, that that the Company can only request two (2) such extensions if the Offer Condition that has not been satisfied is the Minimum Condition and (ii) extend the Offer for (x) any period required by any rule, regulation or interpretation of the recommendation of Securities and Exchange Commission (the Company Board that “SEC”) or the Company’s stockholders accept staff thereof or The NASDAQ Stock Market LLC (“NASDAQ”) applicable to the Offer and (y) periods of up to five (5) Business Days per extension until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any foreign antitrust or competition related Laws shall have expired or been terminated; provided, however, in each case, that in no event shall Purchaser (1) be required to extend the Offer (A) beyond March 18, 2014 (the “Walk-Away Date”) or (B) at any time following the valid termination of this Agreement pursuant to ARTICLE VII and (2) be permitted to extend the Offer beyond the Walk-Away Date without the prior written consent of the Company. (c) Notwithstanding the foregoing Section 1.1(a)(vi) and Section 1.1(b), Purchaser may, in its sole discretion, extend the Offer beyond the Initial Expiration Time for periods of five (5) Business Days on each such occasion; if, on or prior to any then-scheduled Expiration Time, any of the conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties’ respective rights to terminate this Agreement pursuant to ARTICLE VII, provided, however, that in no event shall Purchaser (1) be required to extend the Offer (A) beyond the Walk-Away Date or (B) at any time following the valid termination of this Agreement pursuant to ARTICLE VII. (d) On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement. Parent and Purchaser shall, and each of Parent and Purchaser shall ensure that all of their respective Affiliates shall, tender their any Shares held by them into the Offer. The Offer Price shall, subject to any withholding of Taxes required under applicable Law, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. The Company agrees that no Shares held by the Company will be tendered to Purchaser pursuant to the Offer. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Shares to Merger Sub pursuant the registered holders thereof. (e) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal, related summary advertisement in respect of the Offer and all other ancillary Offer documents (collectively, together with all amendments, supplements and exhibits thereto, the “Offer Documents”). The Company Recommendation”) shall use commercially reasonable efforts to promptly provide Parent with all information concerning the Company that is required by the Exchange Act to be included in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation ChangeDocuments. Merger Sub shall, Parent and Parent shall cause Merger Sub to, Purchaser agree to take all reasonable steps necessary to cause the Offer Documents to comply as be disseminated to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of the Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer as and to the record extent required by applicable federal securities Laws. Parent and beneficial holders of Shares. Each of Purchaser, on the parties agrees to one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall be or shall have become false or misleading in any material respect, and Parent and Merger Sub further Purchaser agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of the Shares, in each case case, as and to the extent required by applicable Lawfederal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares. In addition, Parent and Merger Sub shall Purchaser agree to provide the Company and its counsel in writing with any comments, whether written comments (and shall orally describe any oral comments) or oral, that Parent, Merger Sub Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior , to the filing of the Offer Documents (including any amendment or supplement thereto) consult with the SEC or dissemination thereof Company and its counsel prior to the holders of Shares, or responding to any such comments of the SEC with respect and to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on copies of all such Offer Documents responses, whether written or response, and oral. Each of Parent and Merger Sub Purchaser shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable with respect to the Offer Documents or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article VIX, Merger (ii) all of the conditions set forth in clauses 2(a), (b), (c), (d), (e), (f), (i), (j) and (k) of Annex I shall then be satisfied (in the case of clause 2(f), with respect to covenants and obligations that the Company is required to comply with or to perform prior to such time) or waived by Parent or Acquisition Sub shalland (iii) the Company has timely provided any information required to be provided by it pursuant to Section 2.01(h), as promptly as practicable after the date of this Agreement (and in any event within ten Business Days of the date of this Agreement), Acquisition Sub shall (and Parent shall cause Merger Acquisition Sub to, as promptly as reasonably practicable and no later than ) commence (within the date that is seven meaning of Rule 14d-2 under the Exchange Act) the Offer. (7b) business days after Subject to the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause including the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date prior satisfaction of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, Minimum Condition and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) by Parent and Acquisition Sub of the other conditions set forth in Annex A I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate), extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date Date, Acquisition Sub shall (and in any event, no more than two (2Parent shall cause Acquisition Sub to) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of consummate the Offer is referred to in this Agreement as the “Offer Closing,” accordance with its terms, and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to promptly accept for payment and purchase promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer and this AgreementOffer. (c) The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent and Merger Sub“Offer to Purchase”) in accordance with the terms set forth in this Agreement, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent Condition and Merger Sub only with the prior written consent of the Companyother Offer Conditions. Parent and Merger Acquisition Sub expressly reserve the right to waive any of the Offer Conditions, to (i) increase the Offer Price or to Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer; provided thatprovided, however, that unless otherwise provided in by this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, Parent and Merger Acquisition Sub shall not: not (iA) decrease the Offer Price or Price, (B) change the form of consideration payable in the Offer, (iiC) decrease the maximum number of Shares sought to be purchased in the Offer, (iiiD) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (ivE) amend or modify any of the Offer Conditions in a manner that adversely affects holders of Shares generally, (F) waive, modify amend or amend otherwise change the Minimum Condition, or (vG) amend any other term of extend or otherwise change the Offer Expiration Date in a manner that is adverse to the holders of Shares except other than as required or permitted by Section 1.1(e)this Agreement. The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated in accordance with Article X. (vid) terminate Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer or accelerate, extend or otherwise change shall expire at midnight (or make any other amendment New York City time) on the date that would have the effect of accelerating, extending or otherwise changingis twenty (20) the Expiration Date Business Days (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” for this purpose calculated in accordance with Rule 14d-11 of 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (de) The Company hereby consents Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied, or waived by Parent and Acquisition Sub if permitted hereunder, then Acquisition Sub shall extend the Offer for one or more periods of not more than 20 Business Days each (the length of such periods to be determined by Parent) or such other number of Business Days as the parties may agree (subject to the inclusion right of Acquisition Sub to waive any Offer Condition (other than the Minimum Condition) in accordance with this Agreement and the parties’ respective rights to terminate this Agreement in accordance with Article X of this Agreement); and (ii) Acquisition Sub shall extend, and Parent shall cause Acquisition Sub to extend, the Offer for the minimum period required by Applicable Law, interpretation or position of the recommendation SEC or its staff or NASDAQ or its staff. (f) Without limiting the other provisions of this Agreement, if at any time during the Company Board that period between the Company’s stockholders accept date of this Agreement and the Offer time when Acquisition Sub accepts, for the first time, for payment Shares validly tendered and tender their Shares to Merger Sub not properly withdrawn pursuant to the Offer (the “Company RecommendationOffer Acceptance Time”) ), any change in the outstanding shares of capital stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Offer Documents provided Price shall be equitably adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or stock dividend thereon. (g) In the event that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger this Agreement is terminated pursuant to the terms hereof, Acquisition Sub shall, shall (and Parent shall cause Merger Acquisition Sub to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, shall not acquire any Shares pursuant to the Offer and shall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with Applicable Law, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares. Parent and Acquisition Sub agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Acquisition Sub with the SEC to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company Exchange Act and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record rules and beneficial holders of Sharesregulations thereunder and other Applicable Law. Each of Parent, Acquisition Sub and the parties Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and Parent and Merger Sub further agree agrees to take use all steps necessary reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to the holders of Shares, in each case as and to the extent required by applicable Applicable Law. The Company shall promptly furnish or otherwise make available to Parent and Acquisition Sub or Parent’s legal counsel all information concerning the Acquired Companies and the Company’s stockholders that may be required in connection with any action contemplated by this Section 2.01(h) including communicating the Offer to the record and beneficial holders of the Shares. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC and Parent and Acquisition Sub agree to consider in good faith any such comments. Parent and Merger Acquisition Sub shall agree to provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Acquisition Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing Each of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Acquisition Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable with respect to the Offer Documents or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses Offer. (i) and (ii), Merger Parent shall cause to be provided to Acquisition Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right on a timely basis all of the Company, Parent or Merger funds necessary to purchase any Shares that Acquisition Sub becomes obligated to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated purchase pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VIVIII and none of the events or conditions set forth in 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”), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer as soon as reasonably practicable and no practicable, but not later than the date that is seven twenty (720) business days Business Days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with Without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) not decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares shares of Company Common Stock sought to be purchased in the Offer, (iii) impose conditions or requirements to on the Offer in addition to the Offer Conditions or amend, modify or supplement any Tender Offer Conditions, (iv) waive, modify waive or amend the Minimum ConditionCondition or, (v) except as may be required by a Governmental Authority, amend any other term of the Offer in a manner that is materially adverse to the holders of Shares except as required or permitted by Section 1.1(e)Company Stockholders. Notwithstanding the foregoing, (vi) terminate Merger Sub expressly reserves the right to increase the Offer or accelerate, extend or otherwise change (or make Price and to waive any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange ActTender 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. (db) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO with respect to the Offer on the date that the Offer is commenced, which tender offer statement shall include an offer to purchase, form of letter of transmittal and form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Stockholders in accordance with the applicable requirements of the U.S. federal securities Laws. Parent and Merger Sub agree that the Offer Documents shall comply as to form in all material respects with the requirements applicable U.S. federal securities Laws and, on the date first filed with the SEC, on the date first published, sent or given to the Company Stockholders and upon consummation of the Offer (including all applicable Lawextensions and subsequent offering periods), shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Offer Documents. The Company shall promptly furnish to Company, Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required each agree promptly to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and Company Stockholders to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub shall provide all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 1.01(b). The Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a be given reasonable opportunity to review and comment on such the Offer Documents and any amendments thereto in advance of filing with the SEC or responsedissemination to the Company Stockholders, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments provided made by the CompanyCompany and its counsel. Parent and Merger Sub shall use reasonable best efforts (i) provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments with respect to respond the Offer that Parent or Merger Sub may receive from the SEC or its staff (the “SEC Staff”) as promptly as practicable after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any such SEC comments, and (iii) provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of Parent and Merger Sub or their counsel. (ec) Subject to the terms and conditions set forth in the Offer Documentsthereof, the Offer shall initially be scheduled to expire at 5:00 p.m.remain open until midnight, New York City time, on at the tenth end of the 20th Business Day beginning with (10thand including) business day after the date that the Offer Amendment Date is commenced (determined in accordance with Rule 14d-2 under the Exchange Act) (the “Initial Expiration Date”) or), if unless Merger Sub shall have extended the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, with this Section 1.1(e1.01(c) or Section 1.01(d) or as may be required by applicable Law, Law (in which event the term “Expiration Date” shall mean the latest time and date to which as the Offer has been Offer, as so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(eextended, may expire); provided, the “Expiration Date”). Notwithstanding the foregoinghowever, that (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shallshall have the right, and Parent shall cause Merger Sub toin its sole discretion, but not the obligation to extend the Offer for successive one or more periods of not more than five (5) business days (Business Days each if, at the length of such period to be determined by Parent or Merger Sub in their sole discretion)scheduled Expiration Date, or for such longer period as the parties may agree, in order to permit the satisfaction any of the Tender Offer Conditions, Conditions shall not have been satisfied or waived; or (ii) Merger Sub shallmay, in its sole discretion, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three (3) to twenty (20) Business Days to acquire outstanding shares of Company Common Stock if all of the Tender Offer Conditions are satisfied, but the number of shares of Company Common Stock that have been validly tendered and Parent shall cause not properly withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock. Merger Sub to, shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff of the SEC Staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article VIVII and (ii) none of the events or conditions set forth in Annex A shall have occurred or be existing and not have been waived, Merger Sub as promptly as practicable (but in any event not later than five (5) business days after the public announcement of the execution and delivery of this Agreement), Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount (subject to reduction for any stock transfer taxes payable by the holders of such Shares, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding); provided, however, that Parent may designate another direct or indirect Subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(c) under the Exchange Act, in which case references herein to Purchaser will be deemed to apply to such Subsidiary, as applicable). Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least twenty (20) business days after the commencement of the Offer (such period, the “First Offer Period”). In the event that the Minimum Condition has not been satisfied pursuant to the Offer during the First Offer Period, Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least ten (10) business days after the expiration of the First Offer Period (such period, the “Second Offer Period” and together with the First Offer Period, the “Offer Period”). In the event that, immediately prior to the Expiration Date, the Minimum Condition has not been met, the Company shall have the right to require Purchaser to extend the Expiration Date for an additional period not to exceed twenty (20) business days. (b) The obligation of Parent to cause Purchaser to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not validly withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the “Offer Conditions”). Subject to the prior satisfaction or waiver of the Offer Conditions, Purchaser shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub Purchaser to, accept for payment payment, and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminatefor, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this AgreementOffer, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions expiration of the First Offer is referred to in this Agreement as Period or the “Second Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date Period (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(dapplicable), including communication of the Offer any extensions thereof pursuant to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments this Agreement (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, if between the date of this Agreement and the Offer Completion Date the outstanding Shares 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 Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Purchaser will not, and Parent will cause Purchaser not to, (i) if, on decrease or change the then-effective Expiration Date, any form of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer ConditionsPer Share Amount, (ii) Merger Sub shalldecrease the number of Shares sought in the Offer, (iii) amend or waive the Minimum Condition, or impose conditions other than the Offer Conditions on the Offer, (iv) extend the Expiration Date, except (A) as required by Law and Parent shall cause Merger Sub to(B) that, in the event that any Offer Condition is not satisfied or waived at the time that the Expiration Date would otherwise occur, Purchaser may, in its sole discretion, extend the Expiration Date for such period as it may determine to be appropriate (but not beyond the Outside Date), or (v) amend any term of the Offer in any manner materially adverse to the Shareholders (including without limitation amendments resulting in any extension which would be inconsistent with the preceding provisions of this sentence); provided, however, that Purchaser may, without the consent of the Company and in its sole discretion, (A) subject to applicable legal requirements, waive any Offer Condition, other than the Minimum Condition, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or its the staff thereof applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and Offer; (iiiC) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up in order to two provide sufficient time (2but not beyond the Outside Date) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior respond to the then-effective Expiration Date; provided that, in the case of clauses (iany matter hereafter arising and required to be disclosed to Parent pursuant to Section 5.3(c)(i) and (ii), Merger Sub shall not in any event be required to, ; and without the Company’s prior written consent shall not, (D) extend the Offer beyond after the Outside Date. Except as provided in acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the immediately preceding sentence, Parent and Merger Sub shall Exchange Act of not extend more than twenty (20) business days to meet the objective (which is not a condition to the Offer. Nothing in this Section 1.1(e) shall that there be deemed to impairvalidly tendered, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VIthe terms of the Offer, prior to the acceptance for payment expiration date of the Offer (as so extended) and not withdrawn a number of Shares tendered in which, together with Shares owned by Parent and Purchaser, represents at least 90% of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIoutstanding Shares.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly As soon as reasonably practicable and after the SPA Effective Date hereof but no later than the date that is seven (7) business days after Mailing Date, the date Purchaser shall make an offer to all holders in Canada, the United States under any available exemption under U.S. federal or state law from the requirement to prepare a full tender offer document, and such other jurisdictions as the Purchaser may determine, to purchase all of the initial public announcement outstanding Sterlite Gold Shares (or Holdco Shares), including any Sterlite Gold Shares that may become outstanding pursuant to the exercise of any currently outstanding convertible or exchangeable securities, on substantially the terms and conditions set out in this Agreement, amend the Pending Offer Agreement and file with the U.S. Securities and Exchange Commission in Schedule A hereto (the “SECOffer”). The Offer will be made in accordance with Applicable Law. The Offer shall not be subject to any conditions, save and except for the conditions set forth in Schedule A. The Offer shall be open for acceptance until 12:01 a.m. (Toronto time) amended on the 36th day after the day that the Offer Documents reflecting is first commenced within the executionmeaning of the Securities Act (Ontario). The Purchaser shall, subject to the terms and conditions hereof, extend the Offer if, on the date upon which the Offer is scheduled to expire, any of the conditions to the Offer are not satisfied or waived by the Purchaser, until such time, no later than the Outside Date, as may be required for the satisfaction of any condition as determined by the Purchaser, acting reasonably (the time at which the Offer, as it may be extended, expires being referred to as its “Expiry Time”). The Purchaser shall not be required to extend the Offer pursuant to the preceeding sentence if it were impossible for a condition that is unsatisfied as of the expiry of the Offer to be satisfied on or prior to the Outside Date. The Offer shall provide that it is to be exclusively governed by the laws of Ontario and the federal laws of Canada therein, excluding conflict of laws rules. The term “Offer” shall include any amendments to, or extensions of, such Offer, made in accordance with the terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) . The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment Purchaser shall take up and pay for any Shares pursuant to the securities validly deposited under the Offer is subject only to forthwith upon the satisfaction or waiver (as provided in Section 1.1(c)) of the all conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of under the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub Purchaser to, and Purchaser shall, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly soon as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided but in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no event later than the first fifteenth (15th) Business Day after the Expiration Datedate of this Agreement. Notwithstanding the foregoing, irrevocably accept for purchase all Shares validly tendered and Purchaser shall not validly withdrawn pursuant be required to commence the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is Company shall not be prepared to file with the Outside DateSEC immediately following commencement of the Offer, such acceptance shall occur on and to disseminate to holders of shares of Company Common Stock, the Outside Date)Schedule 14D-9. The acceptance for purchase date on which Purchaser commences the Offer, within the meaning of Shares pursuant to and subject to Rule 14d-2 under the conditions of the Offer Exchange Act, is referred to in this Agreement as the “Offer Closing,Commencement Date.” The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that is disseminated to any and all of the date holders of shares of Company Common Stock and time at which contains the Offer Closing occurs is referred to terms and conditions set forth in this Agreement and in Annex A. In the Offer, each share of Company Common Stock accepted by Purchaser in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(d) and Section 2.1(g), be exchanged for the right to receive the Transaction Consideration. Subject to the prior satisfaction of the Minimum Tender Condition and the satisfaction, or waiver by Parent or Purchaser, of the other Offer Conditions (to the extent such waiver is permitted by Section 1.1(c)), after the expiration of the Offer (as it may extended in accordance with Section 1.1(d)), Purchaser shall (and Parent shall cause Purchaser to) accept for payment all shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered for settlement or satisfaction of such guarantee) as soon as practicable after Purchaser is permitted to do so under applicable Law (the “Acceptance Time.” ”), and promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) pay for all shares of Company Common Stock that are validly tendered and not validly withdrawn in the Offer. Without limiting the generality of the foregoing, Parent shall provide, provide or cause to be provided, provided to Merger Sub Purchaser on a timely basis the date funds and shares of the Offer Closing funds Parent QVC Series A Stock necessary to purchase and pay for any and all Shares shares of Company Common Stock that Merger Sub Purchaser becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger SubOffer; provided, and Parent and Merger Sub may waivehowever, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with that without the prior written consent of the Company, Purchaser shall not accept for payment or pay for any shares of Company Common Stock if, as a result, Purchaser would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition. The consideration in the Offer payable in respect of each share of Company Common Stock validly tendered and not withdrawn in the Offer shall be paid net to the holder thereof in cash and shares of Parent QVC Series A Stock, subject to reduction for any applicable withholding taxes payable in respect thereof. The Company shall register (and Merger Sub expressly reserve shall instruct its transfer agent to register) the right transfer of the shares of Company Common Stock accepted for payment by Purchaser effective immediately after the Acceptance Time. (b) The obligation of Purchaser to waive any accept for exchange (and the obligation of Parent to cause Purchaser to accept for exchange) shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to: (i) the condition (the “Minimum Tender Condition”) that there shall have been validly tendered (and not validly withdrawn) prior to the expiration of the Offer that number of shares of Company Common Stock which, upon the consummation of the Offer (for the avoidance of doubt, assuming that the shares of Class B Common Stock validly tendered (and not validly withdrawn) will convert to shares of Class A Common Stock at the time of the consummation of the Offer), when added to any shares of Company Common Stock owned by Purchaser, would represent at least a majority of the voting power of the sum of (x) the aggregate voting power of the shares of Company Common Stock outstanding immediately after the consummation of the Offer, plus (y) the aggregate voting power of the shares of Company Common Stock issuable to holders of Company Options from which the Company has received notices of exercise prior to the consummation of the Offer (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Options) (excluding, for purposes of determining whether a sufficient number of shares have been tendered in the Offer to satisfy the Minimum Tender Condition, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures); and (ii) the other conditions set forth in Annex A (such other conditions, together with the Minimum Tender Condition, the “Offer Conditions”). (c) Purchaser expressly reserves the right, in its sole discretion, to increase the Offer Price waive or to make any other changes in to the terms and conditions of the Offer; provided thatprovided, unless otherwise provided in this Agreement or previously approved by however, that without the Company in writingprior written consent of the Company, neither Parent and Merger Sub shall notnor Purchaser shall: (i) decrease amend, waive or modify any of the conditions set forth in clauses (a), (h)(i), (h)(ii), (i) or (j) of Annex A (provided, that Parent shall (and shall cause Purchaser to) waive the conditions set forth in clause (h)(i) and (h)(ii) of Annex A upon the written request of the Company); or (ii) change the Offer Price or to (A) change the form or amount of consideration payable in to be delivered by Purchaser pursuant to the Offer; provided, however, that Parent or Purchaser may increase the amount of such consideration (irrespective of form) in good faith so long as such increase is not for the purpose of delaying the Acceptance Time, provided that in no event shall such increase reduce the Initial Exchange Ratio, (iiB) decrease change the number of Shares sought shares of Company Common Stock to be purchased in the Offer, (iiiC) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, amend or modify or supplement any of the existing Offer Conditions, (ivD) waiveexcept as provided in Section 1.1(d), modify extend the expiration time of the Offer beyond the initial expiration time of the Offer or (E) otherwise amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse (other than in an immaterial or de minimis way) to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange ActCompany Common Stock. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m.12:00 midnight, New York City time, on the tenth date that is twenty (10th20) business day after Business Days following the Offer Amendment Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the “Initial Expiration Date”Exchange Act) or(such initial expiration time and date, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the such subsequent time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which expiration of the Offer has been is extended pursuant to and in accordance with this Section 1.1(e)Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 7.1, (i) if, on at the then-effective Expiration Datetime as of which the Offer is scheduled to expire, any of the Offer Conditions have Condition is not satisfied and has not been satisfied or waived, Merger Sub shall, then Purchaser shall (and Parent shall cause Merger Sub Purchaser to, ) extend the Offer on one or, if necessary, more occasions, for additional successive periods of not more than five up to ten (510) business days Business Days per extension (with the length of such period periods to be determined by Parent or Merger Sub in their sole discretionParent), until all Offer Conditions are satisfied or for such longer period as the parties may agree, validly waived in order to permit the satisfaction of Acceptance Time to occur; provided, however, that in no event shall Purchaser or Parent be required or permitted to extend the Offer Conditionsto a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (B) any such extension requested by the Company, to the extent Parent or Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii); and (ii) Merger Sub shall, Purchaser shall (and Parent shall cause Merger Sub Purchaser to, ) extend the Offer from time to time for any period required by any applicable Laws or any rule, regulation, interpretation or position of the SEC or its the staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff the Nasdaq applicable to the Offer Offer; provided, however, that in no event shall Purchaser or the Offer Documents and (iii) ParentParent be required, in its sole discretionor permitted, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond a date later than the Outside Date. Except as provided in the immediately preceding sentence, other than (A) any such extension requested by Parent or Purchaser and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed consented to impair, limit or otherwise restrict in any manner the right of by the Company, (B) any such extension requested by the Company, to the extent Parent or Merger Sub to terminate Purchaser would be prohibited from terminating this Agreement pursuant to Article VI. In Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the event that extent the Company would be prohibited from terminating this Agreement is terminated pursuant to Section 7.1(b)(iii). For the terms hereofavoidance of doubt, Merger Sub shallif, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day at the Expiration Date of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf all of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless Conditions have been satisfied or waived in writing by Parent or Purchaser and this Agreement has not otherwise been terminated in accordance with Article VIits terms, Purchaser shall (and Parent shall cause Purchaser to) promptly accept for exchange, and deliver the Transaction Consideration for, all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VISection 8.01 and none of the events set forth in clauses (a) through (i) of Annex I hereto (as hereinafter provided) shall have occurred or be existing, Merger Sub the Purchaser shall, and Parent shall cause Merger Sub the Purchaser to, commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as promptly as reasonably practicable and no after the date hereof, but in any event not later than the date that is seven (7) five business days after the date of the initial public announcement of this Agreementthe Purchaser's intent to commence the Offer, amend the Pending Offer for all outstanding Shares at the Offer Price applicable to such Shares. The Offer Prices shall, subject to applicable withholding taxes, be net to the seller in cash upon the terms and subject to the conditions of the Offer. The initial expiration date for the Offer shall be the twentieth business day from and after the date the Offer is commenced, including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act (the "Initial Expiration Date"). As soon as reasonably practicable, the Purchaser shall file with the U.S. Securities and Exchange Commission (the “"SEC”") amended the Purchaser's Tender Offer Documents reflecting Statement on Schedule 14D-1 (together with any supplements or amendments thereto, the execution"Offer Documents"), terms and conditions of this Agreementwhich shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase"), and cause the Offer Documents to which shall be disseminated mailed to the holders of Shares as, and with respect to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) Offer. The obligations of Merger Sub to, and obligation of Parent to cause Merger Sub to, accept for payment and or pay for any Shares tendered pursuant to the Offer is will be subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date)I hereto. The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub Purchaser expressly reserve reserves the right to waive any of the Offer Conditionssuch condition, to increase the Offer Price or price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided thatprovided, unless otherwise provided in this Agreement or previously approved by however, that without the Company in writingprior written consent of the Company, Parent and Merger Sub the Purchaser shall not: (i) not decrease the Offer Price price per Share or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, change the conditions set forth in Annex I (iiior broaden the scope thereof) impose or waive the Minimum Condition (as defined in Annex I). Subject to the terms of the Offer and this Agreement and the satisfaction or waiver (to the extent permitted by this Agreement) of all the conditions or requirements of the Offer set forth in Annex I hereto as of any expiration date, the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such expiration date of the Offer. Subject to Section 8.01, if the conditions set forth in addition Annex I hereto are not satisfied or, to the Offer Conditions or amendextent permitted by this Agreement, modify or supplement any Offer Conditionswaived by Parent, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term as of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Initial Expiration Date (as defined below) except as required or permitted by Section 1.1(eany subsequently scheduled expiration date), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 the Purchaser shall be permitted to extend the Offer from time to time for the shortest time periods which Parent reasonably believes are necessary until the consummation of the Exchange Act. (d) The Company hereby consents Offer. In addition, the Purchaser shall be permitted to extend the inclusion Offer on one or more occasions for an aggregate period of not more than ten business days beyond the latest expiration date if, as of such date, all of the recommendation conditions set forth in Annex I are satisfied or waived by Parent, but the number of the Company Board that the Company’s stockholders accept the Offer Common Shares and tender their Series A Shares to Merger Sub validly tendered and not withdrawn pursuant to the Offer (after giving effect to the “Company Recommendation”conversion of all such Series A Shares to Common Shares) equals 80% or more but less than 90% of the then outstanding Common Shares on a fully diluted basis (not taking into account the Rights). The Purchaser agrees that if the conditions set forth in clauses (a) and (b) of Annex I are not satisfied on any scheduled expiration date of the Offer, the Purchaser shall extend the Offer Documents provided from time to time until such condition is satisfied or waived; provided, however, that there has the Purchaser shall not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause be required to extend the Offer beyond the date five months following the commencement of the Offer. (b) The Offer Documents to will comply as to form in all material respects with the requirements provisions of applicable Law. The Company federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall promptly furnish not contain any untrue statement of a material fact or omit to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be state any material fact required to be set forth stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of SharesDocuments. Each of Parent and the parties Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub the Purchaser further agree 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 holders of SharesCompany, in each case as and to the extent required by applicable Lawfederal securities laws. Parent and Merger Sub shall provide the The Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from be given the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ any amendments thereto prior to the then-effective Expiration Date; provided that, in filing thereof with the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VISEC.

The Offer. (a) Provided On the terms and subject to the conditions of this Agreement and provided that this Agreement shall not have been terminated in accordance with Article VIVIII, Merger Sub shallas promptly as reasonably practicable after the date of execution of this Agreement (and in any event no later than ten (10) Business Days after the date of execution of this Agreement), and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than Merger Sub shall, commence (within the date that is seven (7meaning of Rule 14d-2 promulgated under the Exchange Act) business days after the date Offer for all of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission outstanding Company Shares (the “SEC”other than Excluded Shares) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant a price per Company Share equal to the Offer is subject only to the satisfaction or waiver Price (as adjusted as provided in Section 1.1(c2.1(f)) ), paid net to the seller thereof in cash, without interest, subject to any deduction or withholding of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Taxes required by applicable Law. The date on which Merger Sub to terminatecommences the Offer, extend or modify within the Offer in accordance with meaning of Rule 14d-2 promulgated under the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this AgreementExchange Act, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” Commencement Date”. (b) Subject to satisfaction or waiver by Merger Sub of the conditions set forth in Annex I (the “Offer Conditions”), Merger Sub shall (and the date Parent shall cause Merger Sub to) accept for payment and time at which pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer Closing occurs is referred to as soon as practicable (and in this Agreement as any event no later than three (3) Business Days) after the Expiration Date (such time, the “Acceptance Time.” Parent shall provide, or cause to be provided, to ”). The obligation of Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase Company Shares tendered pursuant to the Offer and shall be subject only to the satisfaction or waiver (in accordance with this Agreement) by Merger Sub of each of the Offer Conditions (and shall not be subject to any other conditions). (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or Conditions and to make any other changes change in the terms and of, or conditions of to, the Offer; provided thatprovided, unless otherwise provided however, that notwithstanding anything to the contrary contained in this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, neither Parent and nor Merger Sub shall not: shall: (i) waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Shares sought to be purchased by Merger Sub in the Offer; (iii) reduce the Offer Price Price; (iv) extend or otherwise change the Expiration Date (except to the extent required pursuant to Section 2.1(d)); (v) change the form of consideration payable in the Offer, ; or (iivi) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any of the Offer Conditions, (iv) waive, modify Conditions or amend the Minimum Condition, (v) amend any other term terms of the Offer in a manner that is adverse to adversely affects the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange ActCompany Common Stock. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply Unless extended as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer DocumentsAgreement, the Offer shall initially be scheduled to expire at 5:00 midnight (one minute following 11:59 p.m., ) (New York City time, on ) at the tenth end of the twentieth (10th20th) business day Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the Offer Amendment Commencement Date (the “Initial Expiration Date”) or), if or in the period of time for which event the Offer is open shall have Initial Expiration Date has been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Lawthis Agreement, the date and time and date to which the Offer has been so extended (the Initial Expiration Date Date, or such later date and time and date to which the Offer Initial Expiration Date has been extended in accordance with as required by this Section 1.1(e)Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, shall (and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff staff, the NYSE or NASDAQ that is applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) ParentOffer; provided, that in its sole discretion, may cause no event shall Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, to extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent Date (and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner Offer beyond the right Outside Date without the written consent of the Company), and (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived by Parent or and Merger Sub, then Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, promptly the length of each such period to be determined by Parent in its sole discretion; provided, that in no event shall Merger Sub be required to extend the Offer beyond the Outside Date (and shall not extend the Offer beyond the Outside Date without the written consent of the Company). Neither Parent nor Merger Sub shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any event within one manner other than pursuant to and in accordance with the provisions of this Section 2.1(d) without the prior written consent of the Company. (1e) business day of such termination) terminate the Offer. If the The Offer is may be terminated or withdrawn by Merger Subprior to the Expiration Date, or but only if this Agreement is validly terminated in accordance with Article VISection 8.1. (f) Notwithstanding anything in this Agreement to the contrary (including Section 2.1(c)), if, from the date of this Agreement until the Acceptance Time, the outstanding Company Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Offer Price shall be appropriately adjusted, without duplication, to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, that no such adjustment shall result in any increase or decrease of the acceptance for payment of Shares tendered aggregate Merger Consideration. Nothing in the Offer, Merger Sub shall, and Parent this Section 2.1(f) shall cause Merger Sub to, promptly return, and shall cause be deemed to permit or authorize any depository acting on behalf of Merger Sub party hereto to return, all tendered Shares effect any such change that it is not otherwise specifically authorized or permitted to the registered holders thereof. Merger Sub shall not withdraw the Offer unless be taken pursuant to this Agreement has been terminated in accordance with Article VIAgreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, Section 8.01 and Parent none of the events set forth in Annex A or Annex B hereto shall cause Merger Sub tohave occurred or be existing, as promptly as reasonably practicable and practicable, but in no event later than the date that is seven (7) five business days after following the date public announcement of the initial public announcement execution of this Agreement, amend Acquisition and the Pending Offer and file with Company shall jointly commence the U.S. Securities and Exchange Commission (Offer. Upon the “SEC”) amended Offer Documents reflecting the execution, terms and subject to the prior satisfaction or waiver of the conditions of this Agreementthe Offer, Acquisition and cause the Offer Documents to be disseminated to Company shall accept for payment and pay for Shares which have been validly tendered and not withdrawn as soon as practicable after the holders of Shares as, and to the extent, required by applicable Law (such date expiration of the filing, the “Offer Amendment Date”)Offer. (b) The obligations of Merger Sub to, and of Parent Acquisition to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is tendered shall be subject only to the satisfaction or waiver of only those conditions set forth in Annex A hereto and the obligation of the Company to accept for payment any Shares tendered shall be subject to the satisfaction of only those conditions set forth in Annex B hereto. (as provided in Section 1.1(c)c) Subject to the requirements of applicable law, Acquisition may waive the conditions set forth in Annex A (the “Offer Conditions”) (in its sole discretion; PROVIDED, HOWEVER, that without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: Acquisition will not (i) decrease the Offer Price Per Share Amount or the number of Shares sought in the Purchaser Offer, (ii) change the form of consideration payable to be paid in the Offer, (ii) decrease the number of Shares sought to be purchased in the Purchaser Offer, (iii) amend or waive the Minimum Condition (as defined Annex A hereto) or impose any additional conditions or requirements to on the Purchaser Offer other than the conditions set forth in addition to the Offer Conditions or amend, modify or supplement any Offer ConditionsAnnex A, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Purchaser Offer in a any manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (viiv) provide any “subsequent offering period” in accordance with Rule 14d-11 extend the expiration date of the Exchange ActPurchaser Offer beyond April 30, 2000. (d) The Company hereby consents Subject to the inclusion requirements of applicable law, the recommendation Company may waive the conditions set forth in Annex B in its sole discretion; PROVIDED, HOWEVER, that without prior written consent of Acquisition, the Company will not (i) decrease the Per Share Amount or the number of Shares sought in the Company Offer, (ii) change the form of consideration to be paid in the Company Offer, (iii) amend or waive the Minimum Condition or impose any additional conditions on the Company Offer other than the conditions set forth in Annex B, (iv) amend any other term of the Company Board Offer in any manner adverse to Acquisition or (v) extend the expiration date of the Company Offer beyond April 30, 2000. (e) Notwithstanding the foregoing, but subject in all events to Section 8.01, Acquisition may, without the consent of the Company, extend the Purchaser Offer at any time, and from time to time (and at the direction of Acquisition, the Company shall accordingly extend the Company Offer), (i) if at the then scheduled expiration date of the Offer any of the conditions to the obligations of Acquisition and the Company to accept Shares for payment (other than the Minimum Condition, as to which Acquisition may extend the Purchaser Offer up to 10 business days) shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; or (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or its staff applicable to the Offer. (f) Notwithstanding the foregoing, Acquisition may, without the consent of the Company (and at the direction of Acquisition and provided that the Company’s stockholders accept representation set forth in Section 5.05 shall remain true and correct, the Company shall), increase the Per Share Amount and extend the Offer to the extent required by applicable law in connection with any such increase. (g) As soon as practicable following the commencement of the Offer, the Company shall commence a tender offer and tender their Shares consent solicitation for all of its outstanding 11.75% Senior Subordinated Notes due 2005 and 11.75% Series C Senior Subordinated Notes due 2005 (the "Debt Tender Offer"). The Debt Tender Offer shall be made by means of an offer to Merger Sub pursuant purchase and consent solicitation on the terms set forth in Annex C to this Agreement. (h) As soon as practicable on the date the Offer is commenced, with respect to the Offer (i) the parties hereto, together with such other persons as shall be required to be included as parties to such filing, shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO shall contain or incorporate by reference an offer to purchase and a form of letter of transmittal and any other documents related to the Offer (the “Company Recommendation”) in Schedule TO, the offer to purchase and such other documents, together with any amendments and supplements thereto, are collectively referred to herein as the "Offer Documents"). The Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements provisions of applicable Law. The Company federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall promptly furnish not contain any untrue statement of a material fact or omit to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be state any material fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company or Acquisition with respect to information supplied by the other party in writing for inclusion in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of SharesDocuments. Each of the parties agrees hereto shall take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Each of the parties hereto shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to shall take all steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to be disseminated to the holders of SharesCompany's stockholders, in each case as and to the extent required by applicable Lawfederal securities laws. Parent Each of the parties hereto and Merger Sub its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC. In addition, each of the parties hereto shall provide to the Company other party and its counsel in writing with any written comments (and shall orally describe any oral comments) or other communications that Parent, Merger Sub such party or their its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment comments or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsother communications. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than Upon the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and subject to the conditions of this Agreement, and cause as promptly as practicable (but in any event no later than fifteen (15) Business Days) after the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of this Agreement, Purchaser shall commence (within the filing, meaning of Rule 14d-2 under the “Offer Amendment Date”)Exchange Act) the Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant Subject to the Offer is subject only to the satisfaction satisfaction, or waiver (as provided in Section 1.1(c)) by Purchaser, of the conditions set forth in Annex Exhibit A (the “Offer Conditions”) ), Purchaser shall (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub Purchaser to, ) (i) at or as promptly as practicable following the Expiration Time (in any event, no later than the first Business Day after immediately following the date on which the Expiration DateTime occurs), irrevocably accept for purchase payment (the time of acceptance for payment, the “Offer Acceptance Time”) and (ii) at or as promptly as practicable following the Expiration Time (and, in any event, within three (3) Business Days following the date on which the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to the depositary for the Offer) for, all Company Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, provide or cause to be provided, provided to Merger Sub on Purchaser the date of the Offer Closing funds consideration necessary for Purchaser to purchase and pay for any and all Shares that Merger Sub becomes obligated comply with such obligations to accept for payment and purchase pay for such Company Shares. The Parties agree that the Offer and Purchaser’s obligation to accept for payment and pay for all Company Shares validly tendered and not validly withdrawn pursuant to the Offer in accordance with the foregoing are not, and this Agreementshall not be, subject to any condition other than the Offer Conditions. (c) The Offer Conditions are for Purchaser expressly reserves the right, at any time, in its sole benefit of Parent and Merger Subdiscretion, and Parent and Merger Sub may to waive, in whole or in part, any Offer Condition at any time and from time to timeor modify the terms of the Offer; provided, in their sole and absolute discretionhowever, other than the Minimum Conditionthat, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub Purchaser shall not: : (i) decrease reduce the number of Company Shares subject to the Offer; (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, ; (iii) impose change, modify or waive the Minimum Tender Condition, the Termination Condition, or the conditions set forth in clause (b) or requirements to the Offer in addition clause (d) of Exhibit A; (iv) add to the Offer Conditions or amend, modify or supplement make any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, Condition more difficult to satisfy; (v) amend any extend the Expiration Time other term of the Offer than in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), accordance with this Agreement; (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any a “subsequent offering period” in accordance with (or any extension thereof) within the meaning of Rule 14d-11 of promulgated under the Exchange Act.; or (dvii) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept otherwise amend the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice manner adverse to the Company at least twenty-four Stockholders (24other than Parent, Purchaser or any of their respective Affiliates) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without or the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that Subject to the terms and conditions set forth in this Agreement shall not have been terminated Agreement, as promptly as reasonably practicable after the date of this Agreement, but in accordance with Article VIno event later than ten (10) Business Days after the date of this Agreement, Merger Sub shall, shall (and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than ) commence (within the date that is seven (7meaning of Rule 14d-2 under the Exchange Act) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated purchase any and all outstanding Shares at a price per Share equal to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment payment, and pay for any for, Shares tendered pursuant to the Offer is are subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of each of the conditions set forth in Annex A (the “Offer Conditions”). (b) The initial expiration date of the Offer shall be the twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rules 14d-1(g)(3) and 14d-2) (without limiting such date being the right initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of Merger Sub to terminate, extend or modify the Offer in accordance with as so extended, also an “Expiration Date”). Notwithstanding the terms foregoing, if, on the initial Expiration Date or any subsequent Expiration Date, all of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreementhave not been satisfied or waived (other than any Offer Conditions that by their nature cannot be satisfied until the closing of the Offer, which shall be required to be satisfied or waived at the closing of the Offer), then Merger Sub shall, and Parent shall cause Merger Sub to, subject to the rights of the parties under Article 8, extend (and re-extend) the Offer and its Expiration Date beyond the initial Expiration Date or such subsequent Expiration Date until the date all of the Offer Conditions are satisfied or waived (other than any Offer Conditions that by their nature cannot be satisfied until the closing of the Offer, which shall be required to be satisfied or waived at the closing of the Offer); provided that any such extension (i) no later shall be in increments determined by Merger Sub of not more than the first ten (10) Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) Days and (ii) as soon as practicable after shall not extend beyond the Walk Away Date. The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended and re-extended in any event, no more than two (2) business daysaccordance with this Agreement), pay for all such Shares unless this Agreement is validly terminated in accordance with Article 8. In no event shall Merger Sub extend the Offer beyond the date that is five (provided that if 5) Business Days prior to the Expiration Walk Away Date is without the Outside Dateprior written consent of the Company in its sole discretion. Notwithstanding the foregoing, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions rights of the Offer is referred parties under Article 8, Merger Sub shall extend the Offer, and Parent shall cause Merger Sub to in this Agreement as extend the “Offer Closing,” and Offer, for any period required by any rule, regulation, interpretation or position of the date and time at which SEC or the staff thereof applicable to the Offer Closing occurs is referred to in this Agreement as the “Acceptance Timeor any period required by any other Law.” (c) Parent shall provide, provide or cause to be provided, provided to Merger Sub on a timely basis the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the foregoing, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and purchase pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable following the later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and this Agreement(ii) the earliest date as of which each of the Offer Conditions shall have been satisfied or waived. (cd) The Merger Sub may, in its sole discretion (and without any required consent of the Company, but subject to the terms set forth in this Section 1.1(d)), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a “Subsequent Offering Period”) following the Acceptance Time if (i) Merger Sub shall have complied with all of the conditions of Rule 14d-11 under the Exchange Act and (ii) at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing and including all Shares validly tendered and not properly withdrawn at the Acceptance Time) represent less than 90% of the then outstanding number of Shares; provided, however, that if Merger Sub is required to exercise the Top-Up Option pursuant to Section 1.4(c), Merger Sub shall not be permitted to provide for a Subsequent Offering Period. If immediately following the Acceptance Time, Parent, Merger Sub and their respective Subsidiaries own more than 70% but less than 90% of the Shares outstanding at that time (which shall include (i) shares beneficially owned by Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the expiration of the Offer Conditions are for by Parent, Merger Sub or their respective Subsidiaries, as the sole benefit of Parent case may be, and (ii) shares validly tendered in the Offer and not properly withdrawn at the Acceptance Time), to the extent requested by the Company, Merger SubSub shall provide for, and Parent and shall cause Merger Sub may waiveto provide for, in whole or in parta Subsequent Offering Period of ten (10) Business Days; provided, any Offer Condition at any time and from time to timehowever, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and that if Merger Sub only with is required to exercise the Top-Up Option pursuant to Section 1.4(c), the Company shall not have the right to request a Subsequent Offering Period; provided, further that the Company shall not have the right to request a Subsequent Offering Period if such Subsequent Offering Period would extend beyond the date that is five (5) Business Days prior to the Walk Away Date without the prior written consent of Parent (which consent may be withheld in its sole discretion). Subject to the Company. terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not properly withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or and/or to make any modify the other changes in the terms and conditions of the Offer; provided , except that, unless otherwise provided in this Agreement or previously approved by without the Company in writingprior written consent of the Company, Parent and Merger Sub shall not: , and Parent shall not permit Merger Sub to, do any of the following: (i) decrease reduce the number of Shares subject to the Offer; (ii) reduce the Offer Price Price; (iii) amend, change or waive the Minimum Tender Condition; (iv) except as expressly provided in Section 1.1(b), extend or otherwise change the Expiration Date, except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof) or (B) in connection with an increase of the Offer Price; (v) change the form of consideration payable in the Offer, ; (ii) decrease the number of Shares sought to be purchased in the Offer, (iiivi) impose conditions or requirements any condition to the Offer in addition to other than the Offer Conditions or Conditions; or (vii) otherwise amend, modify or supplement any of the Offer Conditions, (iv) waive, modify Conditions or amend the Minimum Condition, (v) amend any other term terms of the Offer in a any manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e)that would, (vi) terminate individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or accelerateprevent, extend materially delay or otherwise change (or make any other amendment that would have impair the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 ability of the Exchange ActParent or Merger Sub to consummate the Offer, the Merger or the other Transactions. (df) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall (i) contain or incorporate by reference an offer to purchase and a related letter of transmittal and summary advertisement and such other information or documents as required by Law (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, being referred to as the “Offer Documents”) and (ii) be in form reasonably satisfactory to the Company. The Company hereby consents to the inclusion shall as promptly as practicable upon request of the recommendation of Parent, provide Parent and Merger Sub with all information concerning the Company Board that the Company’s stockholders accept the Offer and tender their Shares is required to Merger Sub pursuant to the Offer (the “Company Recommendation”) be included in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation ChangeDocuments. Parent and Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of SharesDocuments. Each of Parent, Merger Sub and the parties agrees to Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent necessary such that it shall have become false the Offer Documents do not contain an untrue statement of a material fact or misleading in omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein, and in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub further agree to shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable LawU.S. federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents each time before they are filed with the SEC and/or disseminated to holders of Shares (and the Company and its counsel shall provide any comments thereon as soon as reasonably practicable, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel). Parent and Merger Sub shall provide to the Company and its counsel in writing with copies of any written comments (and shall orally describe or telephonic notification of any oral comments) that comments or other communications Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment comments or supplement thereto) other communications, shall consult with the SEC or dissemination thereof Company and its counsel prior to the holders of Shares, or responding to any such comments or other communications, and shall provide the Company with copies of the SEC with respect to the Offer Documentsall written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel, provided that Parent and Merger Sub shall provide the Company with and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and participate in the response of Parent and Merger Sub shall give reasonable consideration to any such comments provided or other communications and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsSub). (eg) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the terms hereofOffer without the prior written consent of the Company in its sole discretion, except that in the event this Agreement is terminated pursuant to Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of Business Day) following such termination) termination irrevocably and unconditionally terminate the OfferOffer and shall not acquire any Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, this Agreement prior to the acceptance for payment purchase of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall or cause any depository depositary acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub tendering stockholders. (h) The Offer Price shall not withdraw be adjusted to reflect fully the Offer unless this Agreement has been terminated effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock effected by the Company in accordance with Article VIthe terms and conditions of this Agreement and occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not properly withdrawn in connection with the Offer.

The Offer. (a) Provided that this Agreement Yamana shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, publicly announce its intention to amend the Pending Offer and file with Original Offer, subject to the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions set forth below, to increase the consideration payable thereunder to 2.235 Yamana Common Shares and C$7.00 in cash for each Share. The conditions of this Agreement, the Original Offer will be replaced by the conditions set out in Schedule A. The Notice of Variation and cause Extension shall also contain an amendment to Section 13 of the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date portion of the filing, Circular to replace the “phrase "in its sole discretion" with the phrase "in its reasonable discretion". Yamana will not be required to make the Offer Amendment Date”)in any jurisdiction where it would be illegal to do so. (b) The obligations Yamana shall prepare the Notice of Merger Sub to, Variation and of Parent to cause Merger Sub to, accept for payment Extension in both the English and pay for any Shares pursuant French languages and amendments to the Offer is subject only to Schedule TO and the satisfaction or waiver (as provided Form F-10, in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer all material respects in accordance with applicable securities laws in Canada, the terms United States and the United Kingdom, including the 1933 Act and the 1934 Act (collectively, "Applicable Securities Laws"). Yamana shall mail the Notice of this Agreement) Variation and not Extension in accordance with Applicable Securities Laws to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all each registered holder of Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as reasonably practicable after the Expiration Date (and and, in any event, no more not later than two 11:59 p.m. (2Toronto time) business dayson September 28, 2007 (such time on such date being referred to herein as the "Latest Mailing Time"); provided, pay for all such Shares (provided however, that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions mailing of the Offer Notice of Variation and Extension is delayed by reason of Meridian not having provided to Yamana the Directors' Circular referred to in this Agreement Section 2.1(h)(v) as well as any information pertaining to Meridian that is necessary for the “Offer Closing,” completion of the Notice of Variation and Extension by Yamana, then the Latest Mailing Time shall be extended to 11:59 p.m. on the second business day following the date and time at on which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provideMeridian supplies such necessary documents, information or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreementother assistance. (c) The Offer Conditions are for Prior to the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent printing of the Company. Parent Notice of Variation and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms Extension and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of SharesSchedule TO, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub Yamana shall provide the Company Meridian with a reasonable opportunity to review and comment on such documents, recognizing that whether or not such comments are appropriate will be determined by Yamana, acting reasonably. (d) Yamana agrees that, provided all of the conditions to the Offer Documents set out in Schedule A hereto shall have been satisfied or responsewaived, Yamana shall take up and Parent pay for all of the Shares tendered under the Offer promptly and Merger Sub shall give reasonable consideration in any event no later than two business days following the time at which it becomes entitled to any comments provided by take up such Shares under the Company. Parent and Merger Sub shall use reasonable best efforts Offer pursuant to respond promptly to any such SEC commentsapplicable Laws. (e) Subject The Offer shall be made in accordance with Applicable Securities Laws and shall expire not earlier than midnight (Toronto time) (which for the avoidance of doubt, shall mean the end of the day) on the later of (i) October 12, 2007 and (ii) the date that is 10 business days (as determined in accordance with Rule 14d-1 under the 0000 Xxx) following the mailing of the Notice of Variation and Extension in respect of the Offer; provided that, Yamana shall extend the period during which Shares may be deposited under the Offer (such time, as it may be extended, is referred to herein as the "Expiry Time"). Yamana shall use all reasonable efforts to consummate the Offer, subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth hereof and thereof. (10thf) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) ParentYamana may, in its sole discretion, may cause Merger Sub modify or waive any term or condition of the Offer; provided that Yamana shall not, without the prior consent of Meridian, increase or decrease the Minimum Deposit Condition, impose additional conditions to extend the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Share or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof (which for up greater certainty does not include a waiver of a condition other than the Minimum Deposit Condition) in a manner which is adverse to two the Shareholders. (2g) successive periods If at the Expiry Time all of five (5) the conditions to the Offer set out in Schedule A hereto shall have been satisfied or waived but the number of Shares validly deposited pursuant to the Offer and not withdrawn at the Expiry Time is less than 90% of the Shares outstanding calculated on a fully diluted basis, Yamana will, subject to Applicable Securities Laws, provide a subsequent offering period of not less than 15 business days each upon notice (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), provided that if the number of shares validly deposited pursuant to the Company Offer and not withdrawn at least twenty-four the Expiry Time constitutes less than 662/3% of the Shares outstanding calculated on a fully diluted basis, such subsequent offering period shall be 20 business days (24within the meaning of Rule 14d-1(g)(3) hours’ under the 1934 Act), in either case to permit Shareholders who had not tendered their Shares prior to the then-effective Expiration Date; provided thatExpiry Time to so tender. (h) The obligation of Yamana to amend the Original Offer is conditional on the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Yamana and any or all of which may be waived by Yamana in whole or in part in its sole discretion (other than the case condition set out in Section 2.1(h)(iii) below, which must be waived if Yamana has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(vi) below, which may be waived only with the consent of clauses Meridian) without prejudice to any other right it may have under this Agreement: (i) and the obligations of Yamana hereunder shall not have been terminated pursuant to Section 7.1; (ii)) no change, Merger Sub effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Yamana, a Yamana Subsidiary or any Person acting jointly or in concert with Yamana) shall have occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied; (iii) assurances satisfactory to Yamana, acting reasonably, shall have been received by Yamana that all waivers, rulings or orders necessary for Yamana to amend the Original Offer and to mail to the Shareholders the Notice of Variation and Extension have been or will be obtained from all applicable securities commissions or other regulatory authorities; (iv) the Meridian Board of Directors shall have unanimously recommended that Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner that has substantially the same effect or taken any event be required to, and without the Company’s prior written consent shall not, extend other action or made any other public statement in connection with the Offer beyond subsequent to the Outside Date. Except as provided date of this Agreement inconsistent with such recommendation; (v) the Meridian Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to Yamana for mailing with the immediately preceding sentence, Parent Notice of Variation and Merger Sub Extension an amended directors' circular (the "Directors' Circular") unanimously recommending that Shareholders accept the Offer; (vi) Yamana shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner have the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant Section 7.1(f) without giving effect to the terms hereofcure period provided therein); and (vii) no cease trade order, Merger Sub shall, and Parent injunction or other prohibition at Law shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate exist against Yamana making the Offer or taking up or paying for Shares deposited under the Offer. If Prior to printing the Offer is terminated Directors' Circular, Meridian shall provide Yamana with a reasonable opportunity to review and comment on it, recognizing that whether or withdrawn not such comments are appropriate will be determined by Merger SubMeridian, or this Agreement is terminated in accordance with Article VIacting reasonably. The Directors' Circular shall include a copy of the written fairness opinion of each of BMO Xxxxxxx Xxxxx Inc. and Xxxxxxx, prior Sachs & Co. referred to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIbelow.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VISection 9.1 hereof and none of the events set forth in Annex I hereto shall have occurred and be existing, Merger Sub shall, and Parent Tribune shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable and practicable, but in no event later than the date that is seven (7) business days after following the date public announcement by Tribune and the Company of the initial public announcement execution of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions . The obligation of this Agreement, and cause the Offer Documents Tribune to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Company Common Shares tendered pursuant to the Offer is shall be subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting I. Tribune expressly reserves the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, subject to Sections 2.1(b) and 2.1(d), without the consent of the Company to waive any such conditions and to increase the Per Share Cash Amount. The Per Share Cash Amount shall be net to the seller in their sole and absolute discretioncash, other than without interest, subject to reduction only for any applicable withholding taxes or stock transfer taxes payable by the Minimum Condition, which may seller. The Company agrees that no Shares held by the Company or any Subsidiary of the Company will be waived by Parent and Merger Sub only with tendered pursuant to the Offer. (b) Without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub Tribune shall not: not (i) decrease the Offer Price Per Share Cash Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought seek to be purchased in the Offerpurchase fewer than 28 million Company Common Shares, or (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions those set forth in Annex I hereto, or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term or condition of the Offer in a any manner that is materially adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate Company Common Shares. Upon the terms and subject to the conditions of the Offer or accelerateand this Agreement, extend or otherwise change (or make any other amendment that would have Tribune will accept for payment and purchase, as soon as permitted under the effect terms of acceleratingthe Offer and applicable law, extending or otherwise changing) all Company Common Shares validly tendered and not withdrawn prior to the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) expiration of the Offer. Tribune shall not provide any “for a subsequent offering period” period in accordance with Rule 14d-11 of under the Exchange Act. (dc) The Company hereby consents Offer shall be made by means of an offer to purchase (the inclusion of "Offer to Purchase") having the recommendation of conditions set forth in Annex I hereto. As soon as reasonably practicable on the Company Board that the Company’s stockholders accept date the Offer is commenced, Tribune shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and tender their Shares to Merger Sub pursuant supplements thereto, the "Schedule TO") with respect to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to will comply as to form in all material respects with the requirements provisions of all applicable Law. The Company federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to collectively herein as the "Offer Documents"), which shall promptly furnish be mailed to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Company Common Shares. Each of the parties Tribune agrees to promptly correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that it they shall have become false or misleading in any material respectrespect (and the Company, with respect to information supplied by it specifically for use in the Schedule TO or the Offer Documents, shall promptly notify Tribune of any required corrections of such information and shall cooperate with Tribune with respect to correcting such information) and to supplement the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and the Company shall supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents, shall promptly notify Tribune of any required corrections of such information and shall cooperate with Tribune with respect to correcting such information) and Tribune further agrees to supplement the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein that are based on such provided information, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to the holders of Company Common Shares, in each case as and to the extent required by applicable Lawfederal securities laws. Parent and Merger Sub shall provide the The Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with be given a reasonable opportunity to review and comment on such the Schedule TO and any Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by before they are filed with the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsSEC. (ed) Subject The Offer to Purchase shall provide for an initial expiration date of 20 business days (as defined in Rule 14d-1 under the terms Exchange Act) from and conditions set forth in including the date of commencement of the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial "Expiration Date”) or, if the period of time for which the Offer is open "). Unless this Agreement shall have been extended terminated pursuant toto Section 9.1 hereof, and in accordance withTribune agrees that it shall not, this Section 1.1(e) without the consent of the Company, terminate or as may be required by applicable Law, the time and date to which withdraw the Offer has been so extended (or extend the Initial Expiration Date expiration date of the Offer; provided, however, that without the consent of the Company, Tribune shall have the right to terminate or such later time and date to which withdraw the Offer has been extended or extend the Offer from time to time, but in accordance with this Section 1.1(e)any event not more than 20 days, the “Expiration Date”). Notwithstanding the foregoing, (i) if, on if at the then-effective Expiration Date, any scheduled expiration date of the Offer Conditions the conditions to the Offer described in Annex I hereto shall have not been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI‎Section 8.01, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable after the Agreement Date (and in any event no later than the date that is seven ten (710) business days Business Days after the date of the initial public announcement of this Agreement), amend commence (within the Pending Offer and file with meaning of Rule 14d-2 under the U.S. Securities and Exchange Commission Act of 1934, as amended (the “SECExchange Act”)) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, purchase any and to the extent, required by applicable Law (such date all of the filing, outstanding Shares at the “Offer Amendment Date”)Price. (b) The obligations obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)‎Section 1.01(c) below) of the conditions set forth in Annex A I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions). On the terms and subject to the conditions of the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept and pay for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (as defined in ‎Section 1.01(e) below) and in any event, no more than two compliance with applicable Law (2as defined in ‎Section 4.12(a) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Datebelow). The acceptance for purchase payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on or prior to the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, expressly reserve the right to waive any of the Offer Condition at any time and from time to time, in their sole and absolute discretion, Conditions other than the Minimum Condition, Condition (which Minimum Condition may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent ), and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided that, unless otherwise expressly provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to on the Offer in addition to the Offer Conditions or amend, modify or supplement amend any Offer ConditionsCondition, (iv) waive, modify waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares Shares, or (vi) extend the Expiration Date except as required or permitted by Section 1.1(e‎Section 1.01(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to On the inclusion of the recommendation of the Company Board that the Company’s stockholders accept date the Offer and tender their Shares to is commenced, Merger Sub pursuant to shall, and Parent shall cause Merger Sub to, file with the Offer U.S. Securities and Exchange Commission (the “Company RecommendationSEC”) in a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Changeto be disseminated to the holders of Shares as and to the extent required by applicable Law. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required by applicable Law or reasonably requested by Parent or Merger Sub to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of SharesDocuments. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m.remain open until midnight, New York City time, on at the tenth (10th) end of the 20th business day (for purposes of this ‎Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer Amendment Date is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e‎Section 1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e‎Section 1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five ten (510) business days Business Days (the length of such period to be determined by Parent or Merger Sub in their sole discretionSub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer ConditionsConditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration DateDocuments; provided that, that (A) in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except Date (as provided defined in ‎Section 8.01(c) below) and (B) in the immediately preceding sentencecase of clause (i), Parent in the event that each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any then-effective Expiration Date and the Minimum Condition shall not have been satisfied as of such Expiration Date, then Merger Sub shall not in any event be required to extend the OfferOffer pursuant to clause (i) beyond the date that is twenty (20) business days after such Expiration Date, but may in its sole discretion elect to do so, subject to ‎Section 1.01(e)(A). Nothing in this Section 1.1(e‎Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI‎Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI‎Section 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than on or before the date that is seven ten (710) business days after the date of the initial public announcement of this Agreement, amend commence (within the Pending Offer and file with meaning of Rule 14d-2 under the U.S. Securities and Exchange Commission (the “SEC”Act) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated purchase for cash any (subject to the holders of Minimum Condition) and all Shares as, and to at the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”)Price. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment payment, and pay for for, any Shares pursuant to the Offer is subject only to the terms and the satisfaction or waiver (as provided in Section 1.1(c)) below) of the conditions set forth in Annex A I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions). On the terms and subject to the conditions of the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept and pay for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date)compliance with applicable Law. The acceptance for purchase payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay the Offer Price for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price Conditions or to make any other changes in modify or amend the terms and or conditions of the Offer, including the Offer Price; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to on the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify waive or amend the Minimum Condition, (v) amend any other term of the Offer Conditions in a manner that is adverse to the holders of Shares except as required Shares, or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to (i) file with the SEC a Tender Offer Statement on Schedule TO (collectively with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer that include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary Offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate or cause to be disseminated the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable federal securities Law. Parent and Merger Sub agree that they shall cause the Offer Documents filed by Merger Sub with the SEC (x) to comply as to form in all material respects with the Exchange Act and other applicable Laws and (y) not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable LawDocuments. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents by applicable federal securities Laws or reasonably requested by Parent or Merger Sub in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties Parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become aware that such information has become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities Law. Parent and Merger Sub shall (i) promptly provide the Company and its counsel in writing with a copy of any written comments (and shall orally describe a description of any oral comments) that received by Parent, Merger Sub Sub, or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall (ii) provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company, and (iii) promptly provide the Company with copies of any responses to any such comments. Each of Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such comments (including oral comments) of the SEC commentsor its staff with respect to the Offer Documents. (e) Subject to the terms and conditions set forth in the Offer Documents, the The Offer shall initially be scheduled to expire at 5:00 one (1) minute after 11:59 p.m., New York City time, Eastern Time on the tenth twentieth (10th20th) business day after (for purposes of this Section 1.1(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer Amendment Date (unless otherwise agreed to by Parent and the Company) (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub towaived (to the extent permitted hereunder), extend the Offer for successive one (1) or more periods of not more than five time of up to ten (510) business days each (the length of such period to be determined by Parent or Merger Sub in their sole discretionSub), or for such longer period as the parties Parties may agree, in order to permit the satisfaction of the Offer Conditions, and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its the staff applicable to the Offer thereof, NASDAQ or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration DateDocuments; provided that, in the case of clauses (i) and (ii), neither Parent nor Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence; provided, further, that neither Parent and nor Merger Sub shall not in any event be required to extend the OfferOffer more than once, for a period of up to ten (10) business days, if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition. Merger Sub shall not, and Parent shall not cause Merger Sub to, extend the Offer if all Offer Conditions have been met. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VISection 9.1. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VISection 9.1, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Tendered Shares to the registered holders thereof. . (f) The Offer Price shall be adjusted appropriately to reflect any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution occurring (or for which a record date is established) after the date hereof and prior to the payment by Merger Sub for Shares validly tendered and not properly withdrawn in connection with the Offer; provided, however, that nothing in this Section 1.1(f) shall not withdraw be construed to permit the Offer unless Company or the Company Subsidiary to take any action with respect to its securities that is prohibited by the terms of this Agreement has been terminated in accordance with Article VIAgreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall8, and Parent that no event shall cause Merger Sub tohave occurred and be continuing that, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause had the Offer Documents been commenced, would give rise to be disseminated a right to terminate the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) any of the conditions set forth in Annex A A, no later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, Parent shall cause Merger Sub to commence, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Offer Conditions”) (without limiting Exchange Act” )), the right of Offer. In the Offer, each Share accepted by Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, shall be exchanged for the right to receive from Merger Sub shall, and the Offer Price. Parent shall cause Merger Sub toto accept for payment, (i) no later than and Merger Sub shall accept for payment, all Shares which have been validly tendered and not withdrawn pursuant to the first Business Day after Offer as soon as practicable following the Expiration Date. Notwithstanding the above, irrevocably the obligation of Merger Sub to accept for purchase payment, and pay for all Shares tendered pursuant to the Offer shall be subject (x) to the condition that the number of Shares validly tendered and not validly withdrawn shall be at least the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the Offer organizational documents of the Company and the FBCA (the “Tendered Shares”) Minimum Condition” ), and (iiy) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the other conditions of the Offer is referred to set forth in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant Annex A. The conditions to the Offer and this Agreement. (c) The Offer Conditions set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, and provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition or may be waived by Parent and or Merger Sub may waiveSub, in their sole discretion, in whole or in part, any Offer Condition part at any time and from time to time, subject to the following sentence. Merger Sub expressly reserves the right to increase the amount of consideration payable in their sole the Offer and absolute discretionto waive any condition of the Offer, other than except the Minimum Condition; provided that, which Merger Sub, at its sole option, may waive such Minimum Condition (i) if the number of Shares validly tendered and not withdrawn shall be waived by Parent at least equal to the difference between (x) the minimum number of Shares required to approve this Agreement, the Merger and Merger Sub only the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA, less (y) the number of Shares subject to Support Agreements or (ii) with the prior written consent of the Company. The failure of Parent and or Merger Sub expressly reserve the right at any time to waive exercise any of the Offer Conditions, foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to increase time. Without the Offer Price or to make any other changes in the terms and conditions prior written consent of the Offer; provided thatCompany, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) not decrease the amount of consideration payable in the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose additional conditions or requirements to the Offer or reduce the time period during which the Offer shall remain open. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered in addition the Offer. (b) On the date of commencement of the Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC a combined Schedule 13E-3 and Tender Offer Statement on Schedule TO with respect to the Offer Conditions or amend(together with all amendments and supplements thereto, modify or supplement any the “Schedule TO”) and related Offer Conditionsto Purchase, (iv) waive, modify or amend the Minimum Condition, (v) amend any form of letter of transmittal and summary advertisement and other term of ancillary Offer documents and instruments pursuant to which the Offer in a manner that is adverse will be made (collectively, and including any supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents and to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company and the holders of Shares that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. The Company hereby consents to be set forth the inclusion in the Offer Documents of all material disclosure relating to (i) the company financial advisor Xxxxx & Company LLC (including the amount of fees and other consideration that Xxxxx & Company LLC will receive upon consummation of or reasonably requested as a result of the Offer and the Merger, and the conditions therefor), (ii) the financial advisor Xxxxxxx & Company (including the amount of fees and other consideration that Xxxxxxx & Company shall receive in connection with any action contemplated by this the opinion referred to in Section 1.1(d4.20), including communication (iii) the opinions of each of Xxxxx & Company LLC and Xxxxxxx & Company referred to in Section 4.20 and (iv) the information that formed the basis for rendering each of such opinions, subject to the approval of the Offer form of such disclosure by Xxxxx & Company LLC and Xxxxxxx & Company, respectively, such approval not to the record and beneficial holders of Sharesbe unreasonably withheld or delayed. Each of Parent, Merger Sub and the parties Company agrees promptly to promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary shall use their reasonable best efforts to cause the Schedule TO as so corrected, to be filed with the SEC and the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case case, as soon as reasonably practicable and as and to the extent required by applicable Lawfederal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel in writing with (i) any written comments (or other communications, and shall orally describe inform them of any oral comments) comments or other communications, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of such comments. Prior those comments or other communications and (ii) a reasonable opportunity to participate in the filing response of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC commentsbe given). (ec) Subject to the terms and conditions set forth in the Offer Documentsthereof, the Offer shall initially be scheduled to expire remain open until at 5:00 p.m.least midnight, New York City time, on the tenth twentieth Business Day (10thfor this purpose calculated in accordance with Rule 14d-1(g)(3) business day after under the Offer Amendment Date (Exchange Act) following the “Initial Expiration Date”) or, if the period of time for which date the Offer is open shall have been extended pursuant to, commenced (the initial “Expiration Date,” and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the any expiration time and date established pursuant to which an authorized extension of the Offer has been as so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e)extended, the also an “Expiration Date”). Notwithstanding the foregoing; provided, however, that Merger Sub shall: (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, from time to time extend the Offer for successive one or more periods of not more than five (5) business days (up to 20 Business Days each, the length of each such period to be determined by Parent or Merger Sub in their its sole discretion), or for such longer period as if at the parties may agree, in order to permit the satisfaction scheduled Expiration Date any of the Offer Conditionsconditions of the Offer, including the Minimum Condition and the conditions and requirements set forth in Annex A, shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its the staff thereof applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Offer. Merger Sub may, from time to time, extend the Offer for up a period of no more than 20 days in the aggregate, if at the scheduled Expiration Date less than 80% of the number of Shares then outstanding less the number of shares held by persons subject to two Support Agreements (2the “Support Agreement Shares”) successive periods of five (5) business days each upon notice to have been validly tendered and not withdrawn. Notwithstanding the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided thatabove, in the case of clauses (i) and (ii), no event shall Merger Sub shall not in any event be required to, and without the Company’s prior written consent or shall notParent be required to cause Merger Sub to, extend the Offer beyond the Outside DateDate (as hereinafter defined). Except as provided in In no event shall Merger Sub extend the immediately preceding sentence, Offer beyond the Outside Date without the consent of the Company. Parent and Merger Sub shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all Shares validly tendered and not extend withdrawn pursuant to the OfferOffer promptly following the acceptance of such Shares for payment pursuant to the terms and subject to the conditions of the Offer and this Agreement. Nothing in this Section 1.1(e) This paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in accordance with Article VIVIII.