Common use of The Offer Clause in Contracts

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as

The Offer. (a) Provided The Merger Agreement provides that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I heretoPurchaser will, as promptly as practicable after the date hereof, but of the Merger Agreement (and in no event later than five U.S. business days following February 12, 2024), commence the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") Offer to purchase for cash any and all shares of Common Stock (other than (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") held by Science 37 in treasury or held directly by Parent or Purchaser and (ii) all of the Preferred Shares at a price equal that are outstanding immediately prior to the Common Share Price times 326.531 per Preferred ShareEffective Time and that are held by a Science 37 stockholder who properly demands and perfects appraisal rights under Delaware law) at the Offer Price, in each caseand that, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms satisfaction of the OfferMinimum Tender Condition and the satisfaction, prior or waiver (to the expiration date extent permitted by applicable Law) by the Purchaser, of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions that are set forth in Annex I heretoof the Merger Agreement and described in Section 14 — “Conditions to the Offer,” the Purchaser will accept for payment (such time, the “Acceptance Time”) and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable (and in any event within three Business Days) after the date that is twenty (20) business days following the commencement of the Offer (such date and time, the “Initial Expiration Date” and, as may be extended in accordance with the Merger Agreement, the “Expiration Date”). Merger Subsidiary Parent and the Purchaser expressly reserves reserved the right to waive any of the conditions to increase the Offer and Price or to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, other changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, except that without Science 37’s prior written approval the Purchaser is not permitted to: (i) decrease the Offer Price; (ii) change the form of consideration payable in the Offer; (iii) reduce the maximum number of Shares sought to be purchased in the Offer; (iv) amend, modify or waive the Minimum Tender Condition or the condition that the Merger Subsidiary shallnot have been terminated in accordance with its terms; (v) amend any of the other conditions to the Offer described in Section 14 — “Conditions of the Offer” in a manner adverse to the holders of Shares; (vi) impose conditions to the Offer that are in addition to those described in Section 14 — “Conditions of the Offer”; (vii) except as provided in the Merger Agreement, 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 adverse in any material respect to the holders of Shares. The Merger Agreement provides that the Purchaser will extend the expiration of the Offer for successive periods of up to ten Business Days each until May 31, 2024 (the “Outside Date”) if on any then scheduled TABLE OF CONTENTS Expiration Date any of the conditions of the Offer (including the Minimum Tender Condition) have not been satisfied or waived by Purchaser in order to permit the satisfaction or waiver of such conditions. The Purchaser has agreed that it will not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of Science 37, except if the Merger Agreement has been terminated pursuant to its terms. If the Merger Agreement is terminated pursuant to its terms prior to any scheduled Expiration Date, then the Purchaser is required to promptly (and Parent shall cause it toin any event within 24 hours following such termination), accept for payment irrevocably and pay for, asunconditionally terminate the Offer and not acquire any Shares pursuant to the Offer.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure At all times prior to satisfy any the end of the conditions set forth in Annex I heretoCertain Funds Period, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase TUC shall: (i) all cause Bidco, until the earlier of the Common Shares at a price of $28.00 per Common Share date the Offer lapses or is finally closed, to comply in all material respects with the City Code, the Financial Services Xxx 0000 ("Common Share Price"UK) and the Companies Act and all other applicable laws and regulations relevant in the context of the Offer; (ii) all cause Bidco to provide the Administrative Agent with such information regarding the progress of the Preferred Shares Offer as it may reasonably request and, provided no breach of the City Code would result, all material written advice given to it in respect of the Offer; (iii) not cause or permit Bidco to declare the Offer unconditional at a price equal level of acceptances below that required by Rule 10 of the City Code; (iv) cause Bidco to the Common Share Price times 326.531 per Preferred Share, in each case, net ensure that at no time shall circumstances arise whereby a mandatory offer is required to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with made by the terms of the Offer, prior to the expiration date Rule 9 of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority City Code in respect of the Common Shares outstanding on a fully-diluted basis Target Shares; (the "Minimum Condition"v) and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms not cause or conditions of the Offer, provided that no change may be made thatpermit Bidco, without the prior written consent of the CompanyAdministrative Agent (acting on the instructions of the Required Lenders), waives to waive, amend or agree or decide not to enforce, in whole or in part, the Minimum Condition, changes the form conditions of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions set out in paragraph (c) (Referral) of Appendix 1 to the Offer in addition to those set forth in Annex I. If all Press Release; (vi) not cause or permit Bidco, without the prior consent of the Administrative Agent (acting on the instructions of the Required Lenders), such consent not to be unreasonably withheld or delayed, to waive, amend (but not including extending the Offer period, which shall be at Bidco's discretion provided that the Offer is closed within the period required by paragraph (ix) below of this Section 5.14) or agree or decide not to invoke, in whole or in part, in any material respect, any of the other material conditions of the Offer (and the Borrowers acknowledge that the total indebtedness of the TEG Group requiring to be refinanced, and the amount of any contingent liabilities of the TEG Group which would or might crystallize upon the Offer becoming unconditional, are material), provided that TUC shall not be in breach of this paragraph (vi) if it fails to cause Bidco to invoke a condition of the Offer because the Takeover Panel has directed that Bidco may not do so; (vii) cause Bidco to keep the Joint Lead Arrangers informed and consult with them as to: (A) the terms of any undertaking or assurance proposed to be given by it, any of its Affiliates or any member of the TEG Group to the Director General of Electricity Supply, the Director General of Gas Supply or the Secretary of State for Trade and Industry in connection with the Offer; (B) the terms of any modification to any of the Licenses proposed in connection with the Offer; and (C) any terms proposed in connection with any authorization or determination necessary or appropriate in connection with the Offer; (viii) within 15 days of the date on which acceptances of the Offer are received from holders of not satisfied or waived on any scheduled expiration date less than 90% of the OfferTarget Shares, Merger Subsidiary shall extend procure that a director of Bidco issues a statutory declaration pursuant to section 429(4) of the Companies Act, gives notice to all remaining holders of Target Shares that it intends to acquire their Target Shares pursuant to section 429 of the Companies Act and cause Bidco subsequently to purchase all such Target Shares; and (ix) in any event give notice to close the Offer from time to time until such conditions are satisfied or waivedno less than 120 days after the Effective Date, provided that Merger Subsidiary shall not be required unless the Required Lenders agree in their discretion to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, assuch period.

The Offer. (a) Provided that nothing this Agreement shall not ------------ --------- have occurred that would result been terminated in a failure to satisfy any of accordance with Article IX, unless otherwise agreed by Parent and the conditions set forth in Annex I heretoCompany, as promptly as practicable after the date hereof, but in no event later than five U.S. business days three Business Days following effectiveness of a Registration Statement on Form S-4 (together with any amendments or supplements thereto, the public announcement of the execution of this Agreement, "Offer Registration Statement") Parent ---------------------------- shall cause Merger Subsidiary shall Sub to commence an offer (the "Offer") to purchase (i) all of the ----- outstanding shares of Company Common Shares Stock at a price for each share of Company Common Stock of (1) $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case29.60, net to the seller in cash, and (2) a fraction of a share of Parent Common Stock equal to the Exchange Ratio. The Offer shall be subject only to (1) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares shares of Company Common Stock that, together with the Shares shares of Company Common Stock then beneficially owned by ParentParent and/or Merger Sub, represents at least a majority two-thirds of the shares of Company Common Shares Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to (2) the other ----------------- conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves Sub shall have the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that (A) the Minimum Condition may not be -------- waived or reduced to less than two-thirds of the Offer, provided that no change may be made that, shares of Company Common Stock outstanding on a fully-diluted basis without the prior written consent of the Company, waives the Minimum Condition, Company and (B) no change may be made that changes the form of consideration to be paidpayable in the Offer, decreases the price per Share or consideration payable in the Offer, reduces the maximum number of Shares sought shares of Company Common Stock to be purchased in the Offer or Offer, imposes conditions to the Offer in addition to those set forth in Annex I. If all I or makes any other change which is adverse to the holders of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) for one or more periods (not in excess of 10 Business Days each) but in no event ending later than the Termination Date if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer are shall not have been satisfied or waived on any scheduled expiration date of the Offerwaived, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law or (iii) for an aggregate period of not more than 10 Business Days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to the Offer have been satisfied or waived, but the number of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer equals 80% or more, but less than 90%, of the outstanding shares of Company Common Stock on a fully diluted basis. In the event that Merger Subsidiary Sub is unable to consummate the Offer on the initial scheduled expiration date due to the failure of the conditions to the Offer to be satisfied or waived, Parent shall not be required cause Merger Sub to, unless this Agreement is terminated pursuant to Article IX, extend the Offer beyond and set a subsequent scheduled expiration date, and shall continue to so extend the date referred to in Section 10.01(b)(i)Offer and set subsequent scheduled expiration dates until the Termination Date. Subject to the foregoing and to upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it Merger Sub to, accept for payment and pay for, asas promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. Parent will announce the exact Exchange Ratio with respect to each share of Company Common Stock that is to be exchanged in the Offer by 9:00 a.m., New York City time, on the second Trading Day immediately preceding the Acceptance Date. Parent will make such announcement by issuing a press release to the Dow Xxxxx News Service. (b) As soon as reasonably practicable on the date of commencement of the Offer, Parent shall, and Parent shall cause Merger Sub to file with the SEC a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the "Schedule TO"). As soon as reasonably practicable ----------- after the date hereof, Parent shall, and shall cause Merger Sub to, file the Offer Registration Statement (the Schedule TO, the Offer Registration Statement and such documents included therein pursuant to which the Offer will be made, the "Offer Documents"). Parent and the Company agree promptly to correct any --------------- information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent shall, and Parent shall cause Merger Sub to take all steps necessary to cause the Schedule TO and the Offer Registration Statement as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be, at such time as reasonably agreed by Parent and the Company, disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the holders of shares of Company Common Stock. Parent shall, and Parent shall cause Merger Sub to provide the Company and its counsel with any comments Parent and 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 and shall provide the Company and its counsel an opportunity to participate in the response of Parent or Merger Sub to such comments.

The Offer. (a) Provided that nothing Unless this Agreement shall have occurred that would result been terminated in a failure accordance with Article IX, and subject to satisfy any of the conditions Company having complied with its obligations set forth in Annex I heretoSection 2.2(b) and Section 2.2(c), as promptly as reasonably practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary Sub shall (and Parent shall cause Merger Sub to) commence an offer (within the "Offer"meaning of Rule 14d-2 under the Exchange Act) to purchase (i) all the Offer at the Offer Price. The date of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all commencement of the Preferred Shares at a price equal Offer shall be referred to as the “Offer Commencement Date.” (b) The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that to: (i) there shall be being validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a validly withdrawn prior to any then scheduled Expiration Time (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as defined by Section 251(h)(6)(f) of the DGCL) that number of Shares thatshares of Company Common Stock which, together with the Shares then shares of Company Common Stock (if any) beneficially owned by ParentParent and Merger Sub, represents at least a majority of the Company Common Shares Stock then outstanding (determined on a fully-fully diluted basis assuming the conversion or exercise of all derivative securities that are or will be vested as of the Effective Time) (the "“Minimum Condition"”), and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A (such conditions, together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in Annex I heretothis Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Subsidiary Sub expressly reserves reserve the right (in their sole discretion) to waive waive, in whole or in part, any of the conditions Offer Condition, to increase the Offer and Price, or to make any change other changes in the terms or and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive or change the Minimum Condition, (iv) add to or amend or modify any Offer Condition in a manner adverse in any material respect to the holders of shares of Company Common Stock, (v) except as otherwise provided in this Section 2.1, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer in any material respect, (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to the holders of shares of Company Common Stock, (viii) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act, or (ix) take any action (or fail to take any action) that breaches this Agreement with the result that the Merger is not permitted to be effected pursuant to Section 251(h) of the DGCL. (d) The Offer shall expire at midnight (eastern time) on the date that is twenty (20) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the Offer Commencement Date (the “Initial Expiration Time”) or, in the event the Initial Expiration Time 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 Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, but subject to the Parties’ respective termination rights under Article IX, Merger Sub (i) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days per extension, if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, to the extent waivable by Merger Sub, waived in Merger Sub’s sole discretion, until such time as such condition or conditions are satisfied or waived, (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the SEC, the staff thereof, NASDAQ or the staff thereof applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any other applicable Antitrust Law shall have expired or been terminated, and (iii) if, as of the then-scheduled Expiration Time, any Offer Condition is not satisfied and has not been waived, at the written request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions (not to exceed two in total) for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no change may event shall (A) Merger Sub be made that, required or permitted (without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required ) to extend the Offer beyond the date referred Outside Date, or (B) the Company be permitted (without the prior written consent of Parent) to in Section 10.01(b)(i). Subject to request that the foregoing and to Offer be extended beyond the Outside Date. (f) On the terms and subject to the conditions of the Offerthis Agreement, Merger Subsidiary Sub shall, and Parent shall cause it Merger Sub to, accept and pay for (subject to any withholding of Tax pursuant to Section 4.5) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 2.1). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 2.1 shall affect any termination rights in Article IX. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article IX. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article IX, prior to the acceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall promptly (and in any event within one (1) Business Day after such termination) return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the registered holders thereof. (h) As soon as practicable on the Offer Commencement Date, 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 the form of Letter of Transmittal (such Schedule TO and the documents attached as exhibits thereto, together with any amendments and supplements thereto, the “Offer Documents”). Promptly following execution of this Agreement, the Company shall furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act or the rules and regulations of NASDAQ. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any material comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response to any material comments, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, aspursuant to the Offer.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any accordance with Section 8.01 and none of the conditions events or circumstances set forth in Annex I heretoA hereto shall have occurred or be existing, Purchaser agrees to, and Parent agrees to cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five U.S. business days following after the first public announcement of the execution hereof. Parent and Purchaser agree that the obligation of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") Purchaser to purchase (i) all of the Common accept for payment and pay for Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") that the number of Shares validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute more than 80% of the outstanding Shares at the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex I hereto. Merger Subsidiary A. Purchaser expressly reserves the right to waive any of such condition, to increase the conditions to price per Share payable in the Offer Offer, and to make any change other changes in the terms or and conditions of the Offer; provided, provided however, that Parent and Purchaser agree that no change may be made that, without the prior written consent of the CompanyCompany which decreases the price per Share payable in the Offer, waives the Minimum Condition, which changes the form of consideration to be paidpaid in the Offer, decreases which reduces the price per Share or the maximum number of Shares sought to be purchased in the Offer, which extends the expiration date of the Offer (except that Purchaser may extend the expiration date of the Offer (a) as required to comply with any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or (b) for one or more times each for an aggregate period of up to 15 days (and not to exceed 60 days from the date of commencement) for any reason other than those specified in the immediately preceding clause (a)) or which imposes conditions to the Offer in addition to those set forth in Annex I. If all A hereto. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the OfferOffer (including, Merger Subsidiary shallwithout limitation, the Minimum Condition), Purchaser agrees to, and Parent shall agrees to cause it Purchaser to, accept pay, as promptly as practicable after expiration of the Offer, for payment all Shares validly tendered and pay fornot withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, asParent and Purchaser agree that Purchaser will file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer and the other Transactions (as hereinafter defined), which shall have been provided to the Company and to which the Company shall not have reasonably objected. Parent and Purchaser agree that the Schedule 14D-1 will contain or will incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any accordance with Section 9.01, Purchaser shall, and Parent shall cause Purchaser to, commence, within the meaning of Rule 14d-2 under the conditions set forth in Annex I heretoExchange Act, the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five U.S. business days ten (10) Business Days following the public announcement of the execution date of this Agreement, Merger Subsidiary shall commence an offer . The obligation of Purchaser to (the "Offer"and Parent to cause Purchaser to) to purchase (i) accept for payment and pay for all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms satisfaction of each 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I heretoA hereto (the “Offer Conditions”), and not to any other conditions. Merger Subsidiary Purchaser expressly reserves the right to waive any of the Offer Conditions, to increase the Offer Price, and to make any other changes in the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company neither Purchaser nor Parent shall (i) waive the Minimum Condition (as defined in Annex A), (ii) decrease the Offer Price payable in the Offer or change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer and in addition to the Offer Conditions or amend, modify or supplement any of the Offer Conditions or any other term of the Offer in a manner that is adverse to the holders of Shares, or (v) extend (or make any change other amendment that would have the effect of extending) the Initial Expiration Date except as otherwise required or permitted by Section 2.01(c). (b) Subject to the terms and conditions of this Agreement, unless extended in accordance with the terms of this Agreement, the Offer shall expire at 11:59 p.m. (New York City time) on the twentieth (20th) Business Day (calculated in accordance with Rule 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, 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 Agreement, the “Expiration Date”). (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement but subject to the provisions of Article IX, (i) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for any minimum period or periods (A) required by applicable Law, (B) required by applicable rules, regulations, interpretations or positions of the SEC or its staff or (C) required by any of the rules and regulations, including listing standards, of The NASDAQ Global Select Market (“Nasdaq”) or any other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded, (ii) Purchaser shall extend the Offer if at any then-scheduled Expiration Date, the Company shall have brought any action in accordance with Section 10.09 to enforce specifically the performance of the terms and provisions of this Agreement by Parent or Purchaser (A) for the period during which such action is pending or (B) for such other time period established by the court presiding over such Action, (iii) in the terms or conditions event that any of the OfferOffer Conditions are not satisfied or, to the extent permitted, waived, as of any then-scheduled Expiration Date, Purchaser shall extend the Offer for successive extension periods of five (5) Business Days each until all of the Offer Conditions are satisfied or, to the extent permitted, waived; provided, however, that notwithstanding the foregoing clauses (i), (ii) and, (iii) of this Section 2.01(c), (A) in no event shall Purchaser be required to extend the Offer beyond the earlier to occur of (1) the date this Agreement is terminated pursuant to Section 9.01 or (2) the Outside Date and (B) if the Marketing Period has ended and the sole then-unsatisfied Offer Condition is the Minimum Condition, Purchaser may, and the Company may require Purchaser to, extend the Offer for up to four (4) occasions in consecutive periods of five (5) Business Days each and (iv) if, at the then scheduled Expiration Date, (A) the full amount of the Debt Financing will not be available to be funded at the consummation of the Offer and the Closing (other than as a result of a breach by Parent or Purchaser of any of their representations, warranties or covenants set forth in Section 5.08 and Section 7.15 of this Agreement) and (B) Parent and Purchaser acknowledge and agree in writing that (1) the Company may, at any time following such then-scheduled Expiration Date (without giving effect to any extension pursuant to this clause (iv)), terminate this Agreement pursuant to Section 9.01(d)(iv) and receive the Parent Termination Fee and (2) all Offer Conditions set forth in paragraphs (d), (e) and (f) of Annex A will be deemed to have been satisfied or waived at the Expiration Date of the Offer after giving effect to any extension pursuant to this clause (iv), Purchaser shall have the right in its sole discretion to extend the Offer on up to four (4) occasions in consecutive increments of five (5) Business Days each (each such increment to end at 11:59 p.m. (New York City time) on the last Business Day of such increment) (or such other duration as may be agreed to by Parent and the Company); provided that no change may Purchaser shall not be made thatpermitted to extend the Offer to a date later than the Outside Date. (d) Purchaser shall not, and Parent shall cause Purchaser not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, waives the Minimum Conditionexcept if this Agreement is terminated pursuant to Section 9.01. If this Agreement is terminated pursuant to Section 9.01, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary Purchaser shall, and Parent shall cause it Purchaser to, promptly (and in any event within one (1) Business Day) terminate the Offer and not acquire any Shares pursuant thereto, and Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within one (1) Business Day of such termination) return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. Parent shall not, and shall cause Purchaser not to, terminate or withdraw the Offer other than in connection with a termination of this Agreement pursuant to Section 9.01. (e) The Offer Price shall, subject to applicable withholding of Taxes, be net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. On the terms and subject to the conditions set forth in this Agreement and the satisfaction or, to the extent permitted, waiver of the Offer Conditions, Purchaser shall, and Parent shall cause Purchaser to, (i) promptly after the Expiration Date, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer in compliance with applicable Law (the time of such acceptance, the “Acceptance Time”) and (ii) promptly following the Acceptance Time, pay (or cause the Paying Agent to pay) for such Shares. Parent shall provide, or cause to be provided, to Purchaser (or the Paying Agent as contemplated by Section 3.09) on or prior to the Expiration Date funds necessary to purchase and pay forfor any and all Shares that Purchaser becomes obligated to purchase pursuant to the Offer. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (f) As promptly as reasonably practicable on the date of commencement of the Offer, asParent and Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) and (ii) cause the Tender Offer Statement to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Tender Offer Statement shall contain an offer to purchase and forms of the related letter of transmittal, related summary advertisement and other required ancillary offer documents (the Schedule TO and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Subject to Section 7.02, the Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become (or shall have become known to be) false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Laws. Parent and Purchaser shall give the Company and its counsel reasonable opportunity to review and comment on the Offer Documents each time prior to any such document being filed with the SEC or disseminated to holders of Shares, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Purchaser shall provide the Company and its counsel with (i) any comments or other communications, whether written or oral, that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications and (ii) reasonable opportunity to participate in the response of Parent or Purchaser to such comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by Parent and Purchaser), including by participating with Parent and Purchaser or their counsel in any discussions or meetings with the SEC to the extent not prohibited by the SEC. Parent and Purchaser shall respond as promptly as practicable to any such SEC comments.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in accordance with Article VIII, as promptly as practicable (and in any event on or before May 27, 2015) after the date hereof, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase all the outstanding Common Stock at a failure price per share equal to satisfy any the Offer Price. The consummation of the Offer, and the obligation of Acquisition Sub to accept for payment and pay for any shares of Common Stock tendered pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, together with the number of shares of Common Stock (if any) then owned by Parent or its subsidiaries, represents a majority of the shares of Common Stock then outstanding (determined on a fully diluted basis as described below) (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) the satisfaction, or waiver by Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex I hereto(together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, the number of shares of Common Stock outstanding on a fully diluted basis shall be the number of shares of Common Stock issued and outstanding plus the number of shares of Common Stock which the Company would be required to issue pursuant to any then outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into shares of Common Stock or otherwise, but only to the extent so exercisable, convertible or exchangeable prior to consummation of the Merger or exercisable, convertible or exchangeable as a result of the consummation of the Offer or the Merger. (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Acquisition Sub, of the other Offer Conditions, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) accept for payment and pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer on or promptly as practicable after the date hereofapplicable Expiration Date. Subject to Section 3.7, but the Offer Price payable in no event later than five U.S. business days following the public announcement respect of the execution each share of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") Stock validly tendered and (ii) all of the Preferred Shares at a price equal not properly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, Offer shall be paid net to the seller in cash. , without interest. (c) The Offer shall be subject made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Unless previously approved by the Company in writing, Parent and Acquisition Sub shall not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that is adverse to the holders of Common Stock, (vi) extend the expiration of the Offer except as required or permitted by this Section 2.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition that there shall be validly tendered of the Offer in a manner adverse to the holders of Common Stock. (d) Unless extended in accordance with the terms of the Offerthis Agreement, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with shall expire at 11:59 p.m. (New York City time) on the Shares then beneficially owned by Parent, represents at least a majority of date that is twenty (20) Business Days following the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions commencement of the Offer, provided as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If as of any then scheduled Expiration Date, any Offer Condition has not been satisfied or, to the extent waivable by Parent or Acquisition Sub pursuant to this Agreement, waived by Parent or Acquisition Sub, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of the Offer Conditions; provided, however, that no change may Acquisition Sub shall not be made thatrequired to extend the Offer beyond November 12, 2015 (the “Outside Date”), unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 8.1(b), and shall not extend the Offer beyond the Outside Date without the prior written consent of the Company’s consent. In addition, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary Acquisition Sub shall extend the Offer from time to time until such conditions are satisfied for any period or waivedperiods required by applicable Law or applicable rules, provided regulations, interpretations or positions of the SEC or its staff or the NYSE; provided, however, that Merger Subsidiary Acquisition Sub shall not be required to extend the Offer beyond the Outside Date, unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 8.1(b), and shall not extend the Offer beyond the Outside Date without the Company’s consent. (f) Acquisition Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VIII. If this Agreement is terminated pursuant to Article VIII, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) promptly terminate the Offer and shall not acquire the shares of Common Stock pursuant thereto. If the Offer is terminated by Acquisition Sub, or this Agreement is terminated prior to the Acceptance Time, Acquisition Sub shall promptly return, and shall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with applicable Law, all tendered shares of Common Stock that have not then been purchased in the Offer to the registered holders thereof. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Acquisition Sub shall: (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”); (ii) deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iii) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Schedule TO, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act; and (iv) cause the Offer Documents to be disseminated to all holders of shares of Common Stock as and to the extent required by all applicable Laws, including the Exchange Act. (h) The Schedule TO shall include as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and a form of notice of guaranteed delivery (the Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to in Section 10.01(b)(iherein as the “Offer Documents”). Subject to the foregoing provisions of Section 6.4, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. Parent and Acquisition Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents, if and to the terms and conditions of the Offer, Merger Subsidiary shallextent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Acquisition Sub agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Common Stock, in each case as and to the extent required by all applicable Laws, including the Exchange Act. The Company and its counsel shall cause it tobe given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, accept for payment and pay forParent and Acquisition Sub shall give due consideration to the reasonable additions, asdeletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Acquisition Sub shall provide the Company and its counsel promptly with copies of any written comments, and shall inform them of any oral comments, that Parent, Acquisition Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any proposed written or oral responses to the Schedule TO and Offer Documents and Parent and Acquisition Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel and to participate in any substantive telephonic communications with the staff of the SEC related thereto.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in accordance with Article VIII, as promptly as practicable (and in any event on or before September 18, 2015) after the date hereof, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase all the outstanding Common Stock at a failure price per share equal to satisfy any the Offer Price. The consummation of the Offer, and the obligation of Acquisition Sub to accept for payment and pay for any shares of Common Stock tendered pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, together with the number of shares of Common Stock (if any) then owned by Parent or its subsidiaries, represents a majority of the shares of Common Stock then outstanding (determined on a fully diluted basis as described below) (collectively, the "Minimum Condition"); (ii) this Agreement not having been terminated in accordance with its terms (the "Termination Condition"); and (iii) the satisfaction, or waiver by Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex I hereto(together with the Minimum Condition and the Termination Condition, the "Offer Conditions"). For purposes of determining whether the Minimum Condition has been satisfied, the number of shares of Common Stock outstanding on a fully diluted basis shall be the number of shares of Common Stock issued and outstanding plus the number of shares of Common Stock which the Company would be required to issue pursuant to any then outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into shares of Common Stock or otherwise, but only to the extent so exercisable, convertible or exchangeable prior to consummation of the Merger or exercisable, convertible or exchangeable as a result of the consummation of the Offer or the Merger. (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Acquisition Sub, of the other Offer Conditions, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) accept for payment and pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer on or promptly as practicable after the date hereofapplicable Expiration Date. Subject to Section 3.7, but the Offer Price payable in no event later than five U.S. business days following the public announcement respect of the execution each share of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") Stock validly tendered and (ii) all of the Preferred Shares at a price equal not properly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, Offer shall be paid net to the seller in cash. , without interest. (c) The Offer shall be subject made by means of an offer to purchase (the "Offer to Purchase") that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Unless previously approved by the Company in writing, Parent and Acquisition Sub shall not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that is adverse to the holders of Common Stock, (vi) extend the expiration of the Offer except as required or permitted by this Section 2.1, (vii) provide for a "subsequent offering period" (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition that there shall be validly tendered of the Offer in a manner adverse to the holders of Common Stock. (d) Unless extended in accordance with the terms of the Offerthis Agreement, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with shall expire at 11:59 p.m. (New York City time) on the Shares then beneficially owned by Parent, represents at least a majority of date that is twenty (20) Business Days following the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions commencement of the Offer, provided as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the "Initial Expiration Date") or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the "Expiration Date"). (e) If as of any then scheduled Expiration Date, any Offer Condition has not been satisfied or, to the extent waivable by Parent or Acquisition Sub pursuant to this Agreement, waived by Parent or Acquisition Sub, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of the Offer Conditions; provided, however, that no change may Acquisition Sub shall not be made thatrequired to extend the Offer beyond March 3, 2016 (the "Outside Date"), unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 8.1(b), and shall not extend the Offer beyond the Outside Date without the prior written consent of the Company's consent. In addition, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary Acquisition Sub shall extend the Offer from time to time until such conditions are satisfied for any period or waivedperiods required by applicable Law or applicable rules, provided regulations, interpretations or positions of the SEC or its staff or the NYSE; provided, however, that Merger Subsidiary Acquisition Sub shall not be required to extend the Offer beyond the date referred Outside Date, unless at such time Parent would be prohibited from terminating this Agreement pursuant to in Section 10.01(b)(i8.1(b), and shall not extend the Offer beyond the Outside Date without the Company's consent. (f) Acquisition Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VIII. Subject If this Agreement is terminated pursuant to Article VIII, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) promptly terminate the Offer and shall not acquire the shares of Common Stock pursuant thereto. If the Offer is terminated by Acquisition Sub, or this Agreement is terminated prior to the foregoing Acceptance Time, Acquisition Sub shall promptly return, and shall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with applicable Law, all tendered shares of Common Stock that have not then been purchased in the Offer to the terms and conditions registered holders thereof. (g) As soon as practicable on the date of the commencement of the Offer, Merger Subsidiary Parent and Acquisition Sub shall: (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the "Schedule TO"); (ii) deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iii) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and Parent mail by means of first class mail a copy of the Schedule TO, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act; and (iv) cause the Offer Documents to be disseminated to all holders of shares of Common Stock as and to the extent required by all applicable Laws, including the Exchange Act. (h) The Schedule TO shall cause it toinclude as exhibits, accept for payment the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and pay fora form of notice of guaranteed delivery (the Schedule TO and the documents included therein pursuant to which the Offer shall be made, astogether with any amendments and supplements thereto, being referred to herein as the "Offer

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any of the conditions set forth in Annex I heretoaccordance with Article VIII hereof, as promptly as practicable after the date hereof, hereof (but in no event later than five U.S. business days following the public announcement of seventh (7th) Business Day after the execution of this Agreementdate hereof), Merger Subsidiary Sub shall commence an offer (within the "Offer") meaning of Rule 14d-2 under the Exchange Act), and Parent shall cause Merger Sub to commence, the Offer to purchase (i) all of the Common issued and outstanding Shares at a price per Share in cash equal to $17.75 (such amount to be paid for each Share, as it may be amended from time to time in accordance with the terms hereof, the “Offer Price”) net to the seller, without interest and less any taxes required to be withheld as described in Section 3.04. The Company agrees that no Shares owned by the Company or any of $28.00 per Common Share its Subsidiaries will be tendered pursuant to the Offer. ("Common Share Price"b) The obligations of Merger Sub, 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 on or prior to the Expiration Date (the “Tendered Shares”) shall be subject only to (i) the satisfaction of the minimum condition set forth in clause (i) of Annex III hereto (such condition, the “Minimum Condition”) and (ii) all the satisfaction or waiver by Parent or Merger Sub of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I heretoIII hereto (such conditions, together with the Minimum Condition, the “Offer Conditions”) and the terms and conditions hereof. The Offer Conditions are for the sole benefit of Parent and Merger Subsidiary Sub and may be waived by Parent and Merger Sub, in whole or in part, at any time and from time to time, in their sole discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company, in each case on the terms and subject to the conditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserves reserve the right to waive any of the conditions to increase the Offer and Price or to make any change in waive or to modify the terms or conditions of the Offer, provided that no change may be made except that, without the prior written consent of the Company, waives neither Parent nor Merger Sub shall make any change to the Minimum Conditionterms or conditions of the Offer that (i) reduces the Offer Price, (ii) changes the form of consideration to be paidpayable in the Offer, decreases the price per Share or (iii) reduces the number of Shares sought to be purchased by Merger Sub in the Offer, (iv) waive or amend the Minimum Condition, (v) add to the Offer Conditions or imposes impose any other conditions to the Offer, (vi) extend the expiration of the Offer except as required or permitted in addition to those Section 1.01 of this Agreement, or (vii) otherwise amend, modify or supplement any Offer Condition or any term of the Offer set forth in Annex I. If all this Agreement, in each case in a manner adverse to the holders of the conditions to Shares. Parent and Merger Sub shall not abandon or terminate the Offer are not satisfied or waived on prior to any scheduled expiration date without the prior written consent of the Offer, Merger Subsidiary shall extend Company except in the Offer from time event that this Agreement is validly terminated pursuant to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Article VIII. (c) Subject to the foregoing and to the terms and conditions of this Agreement and the Offer, the initial expiration date for the Offer shall be midnight, New York City time, on the date that is twenty (20) Business Days from and after the date the Offer is commenced, as determined in accordance with Rule 14d-1(g)(3) of the Exchange Act (such initial expiration date as it may be extended in accordance with the terms of this Agreement, the “Expiration Table of Contents Date”). Merger Subsidiary Sub shall, and Parent shall cause it to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the Nasdaq that is applicable to the Offer. Merger Sub may without the consent of the Company (in each case unless this Agreement has been terminated pursuant to Article VIII), (i) extend the Offer for one or more consecutive increments of not more than ten (10) Business Days each, if at the then-scheduled Expiration Date any Offer Condition has not been satisfied or waived (the length of such period to be determined by Parent and Merger Sub) and/or (ii) make available a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. If at any then-scheduled Expiration Date any Offer Condition has not been satisfied or waived, Merger Sub shall, and Parent shall cause it to (in each case unless this Agreement has been terminated pursuant to Article VIII), extend the Offer on one or more occasions at the request of the Company for successive periods of not more than twenty (20) Business Days (the length of such period to be determined by Parent and Merger Sub) until the earlier to occur of (A) the termination of this Agreement pursuant to Article VIII and (B) September 30, 2013. Nothing in this Section 1.01(c) shall (i) impose any obligation on Merger Sub to extend the Offer beyond September 30, 2013, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to Article VIII. (d) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) containing the terms set forth in this Agreement and the conditions set forth in Annex III hereto. Merger Sub shall, and Parent shall cause Merger Sub to, on the terms set forth in this Agreement and subject only to the prior satisfaction or waiver of the Offer Conditions (provided, however, that the Minimum Condition may not be waived without the written consent of the Company), accept for payment and pay forfor all Tendered Shares as soon as practicable after the Expiration Date. If Merger Sub makes available a “subsequent offering period” in accordance with Section 1.01(c) hereof, asMerger Sub shall, and Parent shall cause Merger Sub to accept for payment and pay for all Shares that are validly tendered during such “subsequent offering period” promptly (within the meaning of Rule 14d-11 under the Exchange Act) after any Shares are validly tendered during such “subsequent offering period.” (e) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain the Offer to Purchase and a related 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 supplements or amendments thereto and including the exhibits thereto, the “Offer Documents”), and cause the Offer Documents to be disseminated to the shareholders of the Company as and to the extent required by United States federal securities Laws and the rules and regulations of the SEC promulgated thereunder (the “Federal Securities Laws”). Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the Federal Securities Laws. Parent and Merger Sub shall deliver copies of the proposed forms of the Offer Documents (including any amendments or supplements thereto) to the Company within a reasonable time prior to the dissemination or filing thereof for review and comment by the Company and its counsel, and shall consider in good faith any comments of the Company. Each of Parent, Merger Sub and the Company shall respond promptly to any comments of the SEC or its staff with respect to the Offer or the Offer Documents and promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Parent and Merger Sub shall amend or supplement the Offer Documents and cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement. Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation as it may be amended or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated pursuant to Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) use its reasonable best efforts 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 within three (3) Business Days (and shall commence such Offer in a failure to satisfy any event within ten (10) Business Days) of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement. (b) The obligation of Merger Sub to, and of Parent to cause Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all Sub to, accept for payment and pay for any shares of the Company Common Shares at a price of $28.00 per Common Share ("Common Share Price") Stock validly tendered and (ii) all of the Preferred Shares at a price equal not validly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that to: (i) there shall be being validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a validly withdrawn prior to any then scheduled Expiration Time that number of Shares thatshares of Company Common Stock which, together with the Shares then shares beneficially owned by ParentParent or Merger Sub (if any), represents at least a majority of the Common Fully Diluted Shares outstanding on a fullyas of immediately prior to the expiration of the Offer (as it may be extended and re-diluted basis extended in accordance with this Section 1.01) (the "“Minimum Condition"”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A, as such conditions may be modified in accordance with this Agreement (together with the Minimum Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have been delivered pursuant to such procedures. Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest (subject to any withholding of tax pursuant to Section 3.05), on the terms and subject to the conditions set forth in Annex I heretothis Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in any manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer or (vi) otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to any shareholder of the Company. (d) Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the 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”). (e) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with its terms, Merger Sub shall, and Parent shall cause Merger Sub to, (i) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties hereto may agree) each, if on any then-scheduled Expiration Time any of the Offer Conditions (other than the Minimum Condition) shall not be satisfied or waived, until such time as such condition or conditions are satisfied or waived; provided, however, that the maximum number of days that the Offer may be extended pursuant to this clause (i) shall be twenty (20) Business Days, (ii) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, if on any then-scheduled Expiration Time each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived, and the Minimum Condition shall not have been satisfied; provided, however, that the maximum number of days that the Offer may be extended pursuant to this clause (ii) shall be twenty (20) Business Days, (iii) extend the Offer, at the request of the Company, until the expiration of a twenty (20)-day cure period after a breach of this Agreement by the Company, if on any then-scheduled Expiration Time any of the Offer Conditions (other than the Minimum Condition) shall not be satisfied due to a breach of this Agreement by the Company that is capable of being cured (it being understood that a willful failure to comply with Section 6.04 in any material respect shall be deemed incapable of being cured), and (iv) extend the Offer for the minimum period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof, the NASDAQ Stock Market (“NASDAQ”) or the Chicago Stock Exchange, Inc. applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event (A) shall Merger Sub be required to extend the Offer beyond November 1, 2012 (the “Outside Date”) or (B) shall this Section 1.01(e) be construed or deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to Article VIII. Merger Subsidiary Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, make available one (1) or more “subsequent offering periods” in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right. Except as otherwise expressly provided in this Section 1.01(e), the rights of Company to waive cause an extension of the Offer are cumulative so that, if at any time any of the conditions foregoing is applicable, the Offer will be so extended further. (f) On the terms and subject to the satisfaction or waiver by Merger Sub of the Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay the Offer Price (subject to any withholding of tax pursuant to Section 3.05) pursuant to Section 1.01(b) for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment pursuant to the Offer and shall cause Merger Sub to make fulfill all of Merger Sub’s obligations under this Agreement. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” (g) Merger Sub shall not terminate the Offer prior to any change in the terms or conditions of the Offer, provided that no change may be made that, scheduled Expiration Time without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought except in the event that this Agreement is terminated pursuant to Article VIII. If the Offer is terminated or imposes conditions withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the Offer in addition to those set forth in Annex I. If all acceptance for payment of the conditions Company Common Stock tendered in the Offer, Merger Sub shall promptly return (and in any event within three (3) Business Days), and shall cause any depository acting on behalf of Merger Sub to promptly return, all tendered Company Common Stock to the Offer are not satisfied or waived registered holders thereof. (h) As soon as practicable on any scheduled expiration the date of the commencement of the Offer, Parent and Merger Subsidiary Sub shall extend file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer from time (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to time until Purchase and a form of letter of transmittal and summary advertisement (such conditions are satisfied or waivedSchedule TO and the documents included therein pursuant to which the Offer will be made, provided together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company and its Subsidiaries that Merger Subsidiary shall not may be required to extend by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer beyond Documents. Parent and Merger Sub shall take all steps necessary to cause the date referred Offer Documents to in Section 10.01(b)(i). Subject be filed with the SEC and disseminated to the foregoing shareholders of the Company, in each case as and to the terms extent required by the Exchange Act. Parent and conditions Merger Sub, on the 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 such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to the shareholders of the OfferCompany, in each case as and to the extent required by the Exchange Act. Parent and Merger Subsidiary shallSub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, relating to the Offer Documents. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall cause it to, accept for payment give reasonable and pay for, asgood faith consideration to any such comments.

The Offer. (a) Provided that nothing none of the events set forth in the Annex A hereto shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I heretoand be continuing, as promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the date of the public announcement of (on the execution date hereof or on the following day) by Parent and the Company of this Agreement), Parent shall cause Merger Subsidiary shall Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange -------- Act")), an offer to purchase (the "Offer") to purchase (i) all outstanding shares of the Company --- ----- Common Shares Stock at a price of $28.00 7.127 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each caseshare, net to the seller in cashcash (the "Offer Consideration"). The obligations of Parent and Merger Sub to commence ------------------- the Offer, consummate the Offer, accept for payment and pay for shares of Company Common Stock validly tendered in the Offer and not withdrawn shall be subject to those conditions set forth on Annex A hereto. ------- (b) Parent and Merger Sub expressly reserve the condition that there shall be validly tendered in accordance with right to amend or modify 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made except that, without the prior written consent of the Company, waives Merger Sub shall not (and Parent shall cause Merger Sub not to) (i) decrease the Minimum Condition, changes Offer Consideration or change the form of consideration to be paid, decreases the price per Share therefor or decrease the number of Shares sought in pursuant to the Offer, (ii) change the conditions to the Offer or imposes set forth in Annex A hereto, (iii) impose conditions to ------- the Offer in addition to those set forth in Annex I. If A, (iv) waive the condition ------- that there shall be validly tendered and not withdrawn prior to the time the Offer expires a number of shares of Company Common Stock which constitutes a majority of the Shares outstanding on a fully-diluted basis on the date of purchase ("on a fully-diluted basis" means, as of any date: the number of shares ------------------------ of Company Common Stock outstanding, together with Shares which the Company may be required to issue pursuant to obligations outstanding at that date under employee stock option or similar benefit plans, warrants or otherwise) (the "Minimum Condition"), (v) extend the expiration date of the Offer (except as set ----------------- forth below ), or (vi) amend any term of the Offer in any manner adverse to holders of shares of Company Common Stock; provided, however, that: (A) except -------- ------- as set forth above, Merger Sub may waive any condition to the Offer, in whole or in part, in its sole discretion; (B) the Offer may be extended in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the "SEC") or the staff --- thereof; (C) if all of the conditions to the Offer set forth on Annex A are not satisfied or waived on any scheduled Offer expiration date date, and if all of such conditions are then still reasonably capable of being satisfied prior to the OfferTermination Date (as defined in Section 9.5(g)), Merger Subsidiary shall Sub may, in its sole discretion, extend the Offer from time to time (each such individual extension not to exceed ten (10) business days after the previously scheduled expiration date) until such conditions are satisfied or waived, provided but in no event later than the termination of this Agreement in accordance with its terms; and (D) the Offer may be extended for one or more periods not to exceed twenty (20) business days in the aggregate, if on such expiration date the conditions of the Offer described on Annex A hereto shall have been satisfied or ------- earlier waived, but the number of shares of Company Common Stock that have been validly tendered and not withdrawn represents less than ninety percent (90%) of the then issued and outstanding shares of Company Common Stock on a fully diluted basis. Notwithstanding the foregoing, Merger Subsidiary shall not be required to Sub may not, without the Company's prior written consent, extend the Offer beyond pursuant to clause (C) of the date referred prior sentence if the failure to in Section 10.01(b)(i). Subject satisfy any of the conditions to the foregoing and Offer set forth on Annex A attached hereto was directly or indirectly caused by an act or ------- omission of Parent or Merger Sub that constitutes a material breach of this Agreement. Assuming the prior satisfaction or waiver of the conditions to the terms and conditions of the OfferOffer set forth on Annex A hereto, Merger Subsidiary Sub shall, and Parent shall cause it ------- Merger Sub to, accept for payment payment, and pay for, asin accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable law. The initial expiration date of the Offer (unless extended as provided herein) shall be 20 business days from the commencement of the Offer.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been --------- terminated in a failure to satisfy any accordance with Section 8.1 hereof and none of the conditions events set forth in Annex I heretohereto shall have occurred and be continuing, as promptly as practicable after the date hereofpracticable, but in no event later than five U.S. business days following the public announcement of the execution of this AgreementSeptember 5, Merger Subsidiary 2000, Purchaser shall commence an offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "OfferExchange Act") ), the Offer whereby Purchaser will offer to ------------ purchase (i) for cash all of the Common Shares at a price of $28.00 55.75 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash, without interest, and, subject to the conditions of the Offer and this Agreement, shall use reasonable best efforts to consummate the Offer. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time 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. The obligation of Purchaser to consummate the Offer and to accept for payment any Shares tendered pursuant thereto shall be subject to the condition that there shall be validly tendered in accordance with the terms satisfaction 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other only those conditions set forth in Annex I hereto. Merger Subsidiary I. Subject to Section 1.1(b), Parent expressly reserves the right to waive any of such condition or to increase the conditions price per Share to be paid pursuant to the Offer and Offer. The Per Share Amount shall be net to make the seller in cash, subject to reduction only for any change in applicable Federal back-up withholding or stock transfer taxes payable by the terms or conditions of seller. The Company agrees that no Shares held by the Company will be tendered pursuant to the Offer, provided that no change may be made that, without . (b) Without the prior written consent of the Company, waives the Minimum Condition, changes Purchaser shall not (i) decrease or change the form of consideration to be paidthe Per Share Amount, decreases the price per Share or (ii) decrease the number of Shares sought in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I), (iv) impose additional conditions to the Offer, or (v) amend any other term of the Offer in any manner adverse to the holders of Shares; provided, however, that if on the initial expiration date of -------- ------- the Offer, which will be 20 Business Days following commencement of the Offer (together with any extensions thereof, the "Expiration Date"), all conditions to --------------- the Offer shall not have been satisfied or imposes waived, Purchaser may, and at the Company's request will, extend the Expiration Date from time to time for such additional periods not to exceed 30 calendar days in the aggregate in order to permit such conditions to be satisfied (but not beyond the Outside Date), and Purchaser may amend any term of the Offer in any manner not materially adverse to the Stockholders. Notwithstanding that all conditions to the Offer have been satisfied, Parent may, in addition its sole discretion, extend the Expiration Date for up to those set forth in Annex I. If 10 Business Days. In the event that the Minimum Condition has been satisfied and all of the other conditions to the Offer are not have been satisfied or waived on any scheduled expiration date but less than 100% of the OfferClass A Shares and 90% of the Class B Shares, Merger Subsidiary calculated on a fully diluted basis, have been validly tendered and not withdrawn on the Expiration Date, Purchaser shall extend accept and purchase all of the Offer from time Shares tendered in the initial offer period and may notify Stockholders of Purchaser's intent to time until such conditions are satisfied or waivedprovide a "subsequent offer period," as long as providing for the subsequent offering period does not require the extension of the initial offer period under applicable rules and regulations of the Securities and Exchange Commission (the "SEC"), provided that Merger Subsidiary for tender of at least 100% of the Class A Shares and --- 90% of the Class B Shares pursuant to Rule 14d-11 of the Exchange Act, which subsequent offer period shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i)exceed 10 Business Days. Subject to the foregoing and to Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, Merger Subsidiary shallaccept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. For the benefit of the Stockholders, Parent shall cause Purchaser to have sufficient funds to make all payments required to be made pursuant to Sections 2.6 and 2.8 hereof, and Parent shall cause Purchaser to comply with all of its obligations hereunder. (c) As soon as practicable on the date of the public announcement of the Offer, Purchaser will file or cause to be filed with the SEC the joint press release announcing the Offer on Schedule TO ("Schedule TO"), and as soon as ----------- practicable on the date of commencement of the Offer, Purchaser will file or cause to be filed with the SEC a tender offer statement on Schedule TO which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto or any other documents filed by Parent or Purchaser with the SEC with respect to the Offer and related transactions, the "Offer Documents"). Each of Parent, Purchaser and --------------- the Company agrees promptly to correct any information provided by it tofor use in the Schedule TO or the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, accept for payment in light of the circumstances under which they were made, not misleading, and pay forPurchaser further agrees to take all steps necessary to cause the Schedule TO, asas so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable 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.

The Offer. (a) Provided On the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Guarantor, Parent and Merger Sub filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that nothing incorporated by reference the Offer to Purchase and form of the related letter of transmittal, form of summary advertisement and such other customary documents included therein (the Schedule TO, the Offer to Purchase and such other documents pursuant to which the Offer is being made, the “Offer Documents”). (b) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than three Business Days after the date hereof, Merger Sub shall, and Parent shall have occurred that would result cause Merger Sub to, amend the offer to purchase (as so amended and supplemented, the “Offer to Purchase”) and the other Offer Documents, in a failure each case in accordance with the terms of this Agreement, (as so amended and supplemented, the “Amended Offer Documents”), including to satisfy any of reflect the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price"“Offer Conditions”) and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance file with the terms of SEC the Offer, prior to the expiration date of the Amended Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis Documents. (the "Minimum Condition"c) and to the other conditions set forth in Annex I hereto. Merger Subsidiary Sub expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition (provided, that Merger Sub will not waive the Minimum Condition without the prior written consent of the conditions to the Offer Company) and to (iii) make any change other changes in the terms or and conditions of the OfferOffer not inconsistent with the terms of this Agreement, in each case subject to extending the Offer as required by applicable Law; provided, however, that unless otherwise provided that no change may be made thatby this Agreement, without the prior written consent of the Company, waives Merger Sub shall not (A) decrease the Minimum ConditionOffer Price, changes (B) change the form of consideration to be paidpayable in the Offer, decreases (C) decrease the price per Share or the maximum number of Shares sought to be purchased in the Offer Offer, (D) add to, or imposes impose conditions to the Offer, other than the Offer Conditions, (E) amend or modify any of the Offer Conditions or any of the terms of the Offer in addition to those set forth in Annex I. If all of the conditions a manner adverse to the Offer are not satisfied holders of Shares or waived on any scheduled that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other transactions contemplated hereby, (F) waive or change the Minimum Condition (provided, that Merger Sub may, at its sole discretion prior to the expiration date of the Offer, waive or change the Minimum Condition to remove the proviso in the definition of such term requiring that the calculation of the total outstanding voting power of the Shares be made on a fully-diluted basis; provided further, that Merger Subsidiary Sub (i) provides written notification of such determination to the Company and (ii) provides any notification or modification to the Amended Offer Documents with respect thereto, to the extent required by applicable Law, in each case at least five Business Days prior to 3 any scheduled Expiration Date) or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any Expiration Date, as extended pursuant to the terms of this Agreement), unless this Agreement is terminated in accordance with Article 8. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided, that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at 11:59 p.m. (New York City time) on the date that is the later of (i) December 14, 2012 or (ii) the date that is five (5) Business Days following the date of filing with the SEC of the Amended Offer Documents (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied (other than conditions that by their nature are to be satisfied at any time prior the Offer Acceptance Time), or waived by Parent or Merger Sub if permitted hereunder, then prior to the then scheduled Expiration Date Merger Sub shall extend the Offer from time for one or more periods of not more than five (5) Business Days each (or such other number of Business Days as the parties may agree) and ending no later than the Outside Date in order to time until permit the satisfaction of such conditions are satisfied (subject to the right of Merger Sub to waive any Offer Condition, other than the Minimum Condition (except as provided in Section 1.1(c)), in accordance with this Agreement); provided, that nothing in this Section 1.1(e)(i) shall be deemed to impair, limit or waivedotherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to Article 8 hereof; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period or periods required by applicable Law, interpretation or position of the SEC or its staff or the New York Stock Exchange LLC (the “NYSE”) or its staff, in each case applicable to the Offer, provided that Merger Subsidiary Sub shall not be required to extend the Offer beyond the date referred to Outside Date. (f) Merger Sub may (and the Amended Offer Documents shall reserve the right of Merger Sub to) provide for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in Section 10.01(b)(i)compliance with Rule 14d-11 promulgated under the Exchange Act (a “Subsequent Offering Period”) of not fewer than three (3) Business Days nor more than twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) immediately following the expiration of the Offer; provided, that Merger Sub shall offer a Subsequent Offering Period of three (3) Business Days at the request of the Company if, immediately following the expiration of the Offer, the Short Form Threshold has not been reached and cannot be reached through the immediate exercise of the Top-Up Option hereunder in accordance with its terms. Subject to the foregoing and to the terms and conditions of set forth in this Agreement and the Offer, Parent shall cause Merger Subsidiary Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s covenants, agreements and obligations in respect of the Offer and this Agreement, in each case to the extent such covenants and payment obligations are to be performed or made at or prior to Closing. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any Shares held by them into the Offer. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article 8. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause it Merger Sub to, accept (i) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, (ii) not acquire any Shares pursuant to the Offer and (iii) cause any depository acting on behalf of Merger Sub to promptly return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) The Company shall cooperate fully in the preparation of the Amended Offer Documents to reflect the terms of this Agreement and the Company and its counsel shall be given a reasonable opportunity to review the Amended Offer Documents before they are filed with the SEC. Parent and Xxxxxx Sub agree that they shall cause the Amended Offer Documents and all exhibits, amendments or supplements thereto filed by either Parent or Merger Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. Without limiting the generality of the foregoing, the Company will furnish to the Parent and Merger Sub the information relating to it required by the Exchange Act to be set forth in the Amended Offer Documents, including in connection with communicating the Offer to the record and beneficial holders of the Shares. Each of Parent and Merger Sub shall use its reasonable best efforts to resolve all SEC comments with respect to the Amended Offer Documents as promptly as reasonably practicable after receipt thereof. Each of Parent, Xxxxxx Sub and the Company agrees to correct any information provided by it for payment use in the Amended Offer Documents which shall have become false or misleading. Each of Parent and pay forMerger Sub shall as soon as reasonably practicable notify the Company of the receipt of any comments from the SEC with respect to the Amended Offer Documents and any request by the SEC for any amendment to the Amended Offer Documents or for additional information and shall provide the Company with copies of all such comments and correspondence. Prior to filing or mailing the Amended Offer Documents (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, aseach of Parent and Merger Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider and incorporate the reasonable comments of the Company.

The Offer. (a) Provided Subject to the Provisions of this Agreement, provided that nothing this Agreement shall not have occurred that would result been terminated in accordance with Article Seven hereof, as promptly as reasonably practicable, but in any event within 10 Business Days, after receiving all Pre-Offer Required Approvals from the corresponding Governmental Authorities to initiate the Offer, the Purchaser (i) shall commence (within the meaning of Article 98 of the Mexican Securities Law, as amended and the corresponding legal dispositions of the U.S. Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, collectively the “Securities Laws”)) a failure public offer (the “Offer”) to satisfy purchase up to 100% (one hundred percent) of the outstanding shares of the Company’s common stock, full voting rights, without par value (the “Common Shares”), regardless whether such shares of the Company are represented by (i) Certificados de Participación Ordinarios (“CPO”) issued by Nacional Financiera, S.N.C. in connection with the Neutral Investment Trust No. 80526 dated October 17, 2007, each CPO representing 3 (three) shares of the Company, (ii) American Depositary Shares (“ADS”) evidenced by American Depositary Receipts (“ADR”), each ADR representing 7 (seven) CPOs, (iii) Common Shares certificates or (iv) any other form of security which underlying value are shares of the Company (collectively, the “Company Shares”) at the Offer Price, file all necessary documents with the Comisión Nacional Bancaria y de Valores (the “CNBV”) and the U.S. Securities and Exchange Commission (the “SEC”), publish and distribute an Offer to Purchase (the “Offer to Purchase”) and make all deliveries, mailings and notifications required by the Securities Laws (collectively, with the Offer to Purchase, the “Offer Documents”), in connection with the Offer; and (ii) shall consummate the Offer, subject to the terms and conditions thereof and the terms and conditions of this Agreement. (b) The Purchaser agrees to pay a cash purchase price per CPO of Ps$2.90 (two pesos 90/100) or its equivalent for each ADR, Common Share, or any other security which underlying value are Company Shares, as applicable (such amount being hereinafter referred to as the “Offer Price”). (c) The Offer shall only be subject to the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution Section 1.1(e) of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer Purchaser shall provide the Company and its counsel with a reasonable opportunity to review and comment on all filings to be subject to the condition that there shall be validly tendered in accordance made with the terms of the Offer, prior to the expiration date of CNBV or SEC and the Offer Documents. Purchaser shall promptly provide the Company and not withdrawnits counsel in writing with, a number of Shares that, together and consult with the Shares then beneficially owned by ParentCompany and its counsel regarding, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms comments Purchaser or conditions of the Offer, provided that no change their counsel may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer receive from time to time until such conditions are satisfied from the CNBV or waivedSEC or their staff related to the Offer, provided the Offer Documents or the transactions contemplated hereby. The Purchaser agrees and represents that Merger Subsidiary the Offer Documents will comply in all material respects with the provisions of the Securities Laws and, on the date first published, sent or given to the shareholders, shall not be contain any untrue statement of a material fact or omit to state any material fact required to extend be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Purchaser agrees promptly to correct any information in the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing Documents if and to the terms extent that it shall have become false or misleading in any material respect, and conditions of the Offer, Merger Subsidiary Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed as and to be disseminated to the shareholders. (d) Purchaser shall, and Parent shall cause it tosubject to the conditions provided in this Agreement, accept for payment and pay forfor all Company Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the Offer Expiration Date (defined below) and in any event in compliance with the obligations respecting prompt payment pursuant to the Securities Laws. (e) The obligation of the Purchaser to accept for payment or pay for any Company Shares validly tendered and not validly withdrawn prior to the expiration of the Offer will be subject only to the satisfaction or waiver of the following conditions (the “Tender Offer Conditions”): (i) Since the date of this Agreement, asno change, event or development shall have occurred which would reasonably be expected to cause a Material Adverse Effect to the Company; (ii) All the representations and warranties of the Company under this Agreement shall be true and correct (disregarding any qualifications with respect to materiality or “Material Adverse Effect”) in all material respects as of the date Purchaser commences the Offer except (i) where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate a Material Adverse Effect and (ii) representations and warranties that expressly speak only as of a specific date or time, which need only be true and correct in all material respects as of such other date or time; (iii) The conditions to consummation of the Debt Exchange shall have been satisfied in accordance with Article Six of this Agreement; (iv) More than 50% (fifty percent) of all of the outstanding fully diluted Company Shares on the Offer Expiration Date have been duly tendered into the Offer; and (v) Approvals from the i) CNBV, ii) COFECO, and iii) SCT, required to consummate the Offer, (a) shall have been obtained under conditions or restrictions that would not create a Material Adverse Effect on the Offer, or Maxcom; (b) shall have not been modified in any material way that would create a Material Adverse Effect on the Offer, or Maxcom and (c) shall have not been revoked (f) The Offer shall remain open until the date that is twenty (20) Business Days after (and including the day of) the commencement of the Offer (the “Offer Expiration Date”), unless the Purchaser shall have extended the period of time for which the Offer is open pursuant or as may be required by applicable Law, in which event the term “Offer Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that the Purchaser may provide a subsequent offering period (and one or more extensions thereof) after the Expiration Date, in accordance with the Securities Law. If on the initial Expiration Date the Offer Conditions have been satisfied, Bidder may, in its sole discretion, extend the Offer to a date that is not later than five (5) Business Days after the initial Expiration Date, solely to allow an increase on the number of Shares tendered in the Offer.

The Offer. (a) Provided that nothing this Agreement shall not have occurred been terminated in accordance with Article VII hereof, as promptly as practicable, but in no event later than the fifth business day following the date of the public announcement of the execution of this Agreement by the parties, Purchaser shall, and Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer at ------------ the Offer Price. (b) The obligations of Purchaser to consummate the Offer and to accept for payment and pay for any of the Shares tendered shall be subject to the conditions set forth on Annex I hereto (the "Tender Offer Conditions"), ------- ----------------------- including the condition that would result a number of Shares equal to eighty percent (80%) of the Shares issued and outstanding on a fully diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all stock options which are vested or scheduled to vest on or before July 9, 1999 with an exercise price less than the Offer Price, and conversion of all convertible securities or other rights to purchase or acquire Shares with a conversion price less than the Offer Price (collectively, "Derivative Securities"); provided, --------------------- however, that such calculation shall not include (A) Shares issuable pursuant to Derivative Securities that by their terms will terminate or be canceled upon consummation of the Offer or (B) shares issuable pursuant to Derivative Securities as to which the Company has obtained a written consent from the holder that such Derivative Securities will not be converted prior to the Effective Time, or (C) Shares issuable pursuant to Derivative Securities as to which the Company takes appropriate action to provide that such Derivative Securities shall automatically convert into the right to receive an amount in a failure cash equal to satisfy the product of (i) the excess, if any, of the Cash Merger Consideration (as defined below) over the per share exercise or conversion price of such Derivative Securities and (ii) the number of Shares subject to such Derivative Securities which are exercisable immediately prior to the consummation of the Offer) shall be validly tendered and not withdrawn prior to the Expiration Date or shall be held by Parent, Purchaser or any affiliate thereof (the "Minimum Condition"). The amount of the Offer Price shall be net to ----------------- the seller in cash, without interest, upon the terms and subject to the conditions of the Offer and subject to reduction for any applicable federal back-up or other applicable withholding or stock transfer taxes. The Offer shall remain open until 12:00 Midnight, New York City time, on the twentieth business day following the commencement of the Offer. Parent and Purchaser agree that if all of the conditions set forth in Annex I hereto, as promptly as practicable after hereto are not satisfied by the date hereof, but in no event later than five U.S. business days following the public announcement time ------- of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date scheduled termination of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offerthen, provided that no change may be made thatall such conditions are reasonably capable of being satisfied, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived; provided further, provided that Merger Subsidiary Purchaser shall not be required to extend the Offer beyond July 9, 1999; provided further, however, that Purchaser may (x) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or (y) extend the Offer for any reason on one or more --- occasions for an aggregate of not more than twenty (20) business days beyond the initial Expiration Date if more than the number of Shares sufficient to satisfy the Minimum Condition but less than 90% of the Shares issued and outstanding have been tendered. As used in this Agreement, the "Expiration Date" --------------- means 12:00 Midnight, New York City time, on the twentieth business day following the commencement of this Offer, unless Purchaser extends the Offer as permitted or required by this Agreement, in which case the "Expiration Date" --------------- means the latest time and date referred to in Section 10.01(b)(i). Subject which the Offer is extended. (c) Purchaser expressly reserves the right to waive any conditions to the foregoing and Offer (other than the conditions set forth in clauses (a)(1) or (c) of Annex I), ------- to increase the price per Share payable in the Offer, to extend the duration of the Offer, or to make any other changes in the terms and conditions of the Offer; provided, Merger Subsidiary shallhowever, that, without the Company's prior written consent, no such change may be made which decreases the Offer Price, changes the form of consideration to be paid in the Offer, reduces the maximum number of Shares to be purchased in the Offer, imposes conditions to the Offer in addition to the Tender Offer Conditions or amends any other material terms of the Offer in a manner adverse to the Company's shareholders. (d) The Offer shall be made by means of an offer to purchase to which the Company shall not have reasonably objected (the "Offer to Purchase") containing ----------------- the terms set forth in this Agreement and the Tender Offer Conditions. As soon as practicable on the date the Offer is commenced, Parent and Purchaser shall file with the SEC a tender offer statement on Schedule 14D-1 under the Exchange Act to which the Company shall not have reasonably objected reflecting the Offer (together with all exhibits, amendments and supplements thereto, the "Schedule -------- 14D-1"). The Schedule 14D-1 will contain or will incorporate by reference the ----- Offer to Purchase (or portions thereof) and forms of the related letter of transmittal, notice of guaranteed delivery and summary advertisements (which Schedule 14D-1, Offer to Purchase and other documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). 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 or dissemination to the shareholders of the Company. Parent and Purchaser agree to provide the Company and its counsel with any comments which Parent, Purchaser or their counsel may receive from the SEC or the staff of the SEC with respect to such documents promptly after receipt thereof. Parent and Purchaser further agree that the Offer Documents will, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, comply in all material respects with all provisions of applicable federal securities laws and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company agree promptly to correct any information provided by any of them for use in the Offer Documents that shall be or have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 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 Shares, in each case as and to the extent required by applicable federal securities laws, except that no representation or warranty is made by Parent or Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. (e) Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will purchase by accepting for payment and will pay for Shares validly tendered and not properly withdrawn, as promptly as practicable after the Expiration Date. Parent shall provide or cause it to, to be provided to Purchaser on a timely basis the funds necessary to pay for any Shares that Purchaser becomes obligated to accept for payment payment, and pay for, aspursuant to the Offer.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any of the conditions set forth in Annex I heretoaccordance with Article VIII, as promptly as practicable practicable, and in any event within 10 Business Days, after the date hereof, but in no event later than five U.S. business days following Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the public announcement meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash all issued outstanding shares of Company Common Stock at the Offer Price. The consummation of the execution Offer, and the obligation of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") Sub to purchase (i) all accept for payment and pay for shares of the Company Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal Stock tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that solely to: (i) there shall be being validly tendered in accordance with the terms of Offer (in the Offer, aggregate) and not properly withdrawn prior to the expiration date of the Offer and not withdrawn, a Expiration Date that number of Shares thatshares of Company Common Stock which, together with the Shares number of shares of Company Common Stock (if any) then beneficially owned of record by ParentParent or any of its wholly-owned direct or indirect Subsidiaries, including Merger Sub, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including Merger Sub, otherwise has, directly or indirectly, voting power, represents at least a majority of the shares of Company Common Shares Stock then outstanding (determined on a fully-diluted basis Fully Diluted Basis) (the "“Minimum Condition"”); and (ii) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex A (such conditions and requirements, together with the Minimum Condition, the “Offer Conditions”). The Offer Conditions are for the sole benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to such condition or may be waived by Merger Sub, in its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. For purposes of clarity, Merger Sub may not waive the Minimum Condition. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other Offer Conditions as of the Expiration Date, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer promptly after the Expiration Date. Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in Annex I heretothis Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other Offer Conditions. To the extent permitted by applicable Law, Merger Subsidiary Sub expressly reserves the right (in its sole discretion) to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of shares of Company Common Stock sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other Offer Conditions in a manner adverse to the holders of shares of Company Common Stock, (vi) impose conditions to the Offer that are in addition to the Offer Conditions, (vii) except as provided in Section 1.1(e), terminate, accelerate, extend or otherwise modify or amend the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of shares of Company Common Stock. For the avoidance of doubt, in no event shall any waiver by Parent or Merger Sub of any condition to the Offer (other than the Minimum Condition) in accordance with the terms of this Agreement be deemed to be a modification or amendment of the Offer that is adverse to the holders of shares of Company Common Stock. (d) Unless extended in accordance with Section 1.1(e), the Offer shall expire at 12:00 midnight (New York City time) at the end of the day that is 20 Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with Section 1.1(e), the date and time to make 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 in accordance with this Agreement, the “Expiration Date”). (e) If at any change then scheduled Expiration Date, any of the Offer Conditions (including the Minimum Condition) have not been satisfied, or waived (to the extent permitted by the terms of this Agreement and applicable Law) by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to 20 Business Days each, the length of each such period to be determined by Merger Sub in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend, and shall not extend without the consent of the Company, the Offer beyond the End Date if any condition to the Offer has not been satisfied at or prior to the End Date. In addition, notwithstanding anything to the contrary in the prior sentence, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission (the “SEC”) or its staff. (f) If necessary to obtain sufficient shares of Company Common Stock to reach the Short Form Threshold (assuming full exercise of the Top-Up Option), Merger Sub shall provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of not less than three or more than 20 Business Days each (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act). Subject to the terms or and conditions of this Agreement and the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) immediately accept for payment, and pay for, all shares of Company Common Stock that are validly tendered pursuant to the Offer during each such “subsequent offering period.” Without limiting the generality of the foregoing, Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that no change may be made thatMerger Sub becomes obligated to purchase during such “subsequent offering period.” The Offer Documents will provide for a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f) and Rule 14d-11 under the Exchange Act. (g) Subject to Section 1.1(i), Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, waives except if this Agreement has been terminated in accordance with Article VIII. If this Agreement is terminated in accordance with Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one Business Day of such termination), irrevocably and unconditionally terminate the Minimum ConditionOffer. If the Offer is terminated or withdrawn by Merger Sub, changes or this Agreement is terminated prior to the form purchase of consideration to be paid, decreases the price per Share or the number shares of Shares sought Company Common Stock in the Offer or imposes conditions Offer, including pursuant to Section 1.1(i), Merger Sub shall (and Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the Offer in addition registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any shares of Company Common Stock pursuant to those set forth in Annex I. If all the Offer. (h) As soon as practicable on the date of the conditions to the Offer are not satisfied or waived on any scheduled expiration date commencement of the Offer, Parent and Merger Subsidiary Sub shall extend file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Merger Sub may, but shall not be required to, provide guaranteed delivery procedures for the tender of shares of Company Common Stock in the Offer; provided, however, if Merger Sub provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Merger Sub shall include for purposes of its determination thereof shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures if and only if shares of Company Common Stock have been delivered pursuant to such guarantees as of the Expiration Date. Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by Law, including the Exchange Act. Parent and Merger Sub shall cause the Schedule TO and the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other Party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Company Common Stock, in each case, as and to the extent required by Law, including the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time until from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such conditions are satisfied comments, and any written or waivedoral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, provided deletions or changes suggested thereto by the Company and its counsel. (i) If at any then-scheduled Expiration Date that Merger Subsidiary is subsequent to the Initial Expiration Date and not more than 10 Business Days prior to the then scheduled date of the Company Stockholders Meeting, (i) any Offer Condition shall not be required have been satisfied or, to extend the extent waivable by Parent or Merger Sub, waived and (ii) three Business Days have elapsed since the Proxy Statement Clearance Date, then Merger Sub may irrevocably and unconditionally terminate the Offer. If the Offer beyond is terminated pursuant to this Section 1.1(i), the date Company shall proceed with and take all actions necessary to hold the Company Stockholders Meeting in accordance with the terms of this Agreement. The termination of the Offer pursuant to this Section 1.1(i) is referred to in Section 10.01(b)(i)this Agreement as the “Offer Termination”. Subject Notwithstanding anything to the foregoing contrary in this Section 1.1(i), if this Agreement is terminated pursuant to Article VIII, then Merger Sub shall promptly (and, in any event, within two Business Days of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any shares of Company Common Stock pursuant to the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, including this Section 1.1(i), or this Agreement is terminated in accordance with Article VIII, Merger Sub shall promptly return, and conditions shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof to the extent required by the terms of the Offer. The Parties hereto acknowledge and agree that the Offer Termination shall not give rise to a right of termination of this Agreement unless to the extent expressly provided for in Article VIII and that, Merger Subsidiary shallabsent such termination of this Agreement, and Parent the obligations of the Parties other than those related to the Offer shall cause it tocontinue to remain in effect, accept for payment and pay for, asincluding those obligations with respect to the Merger.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any of the conditions set forth in Annex I heretoaccordance with Article 7, as promptly as practicable after the date hereof, (but in no event later than five U.S. business days fifteen (15) Business Days) after the date hereof, 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 Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(b)) at the Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Company Shares that, together with the number of Company Shares (if any) then owned by the Parent, equals at least a majority in voting power of the Company Shares then issued and outstanding (the “Minimum Condition”); (b) the Merger Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (c) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Tender Offer Conditions”). (b) On or prior to the date that Merger Sub becomes obligated to pay for Company Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Company Shares that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other Tender Offer Conditions, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the public announcement Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common each Company Share ("Common Share Price") validly tendered and (ii) all of the Preferred Shares at a price equal not properly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net Offer shall be paid to the seller in cash. , without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be subject made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Tender Offer Conditions. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to, at any time and from time to time, increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer), (iii) reduce the maximum number of Company Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition or the Termination Condition, (v) amend or modify any other terms of the Offer in a manner adverse to the condition holders of Company Shares, (vi) impose conditions to the Offer that there shall be validly tendered are in addition to the Tender Offer Conditions, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) Unless extended in accordance with the terms of this Agreement, the Offer, prior to Offer shall expire at 12:00 midnight (New York City time) on the expiration date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and not withdrawntime, a number of Shares thatthe “Initial Expiration Date”) or, together if the Initial Expiration Date has been extended in accordance with this Agreement, the Shares then beneficially owned by Parent, represents at least a majority of date and time to which the Common Shares outstanding on a fully-diluted basis Offer has been so extended (the "Minimum Condition"Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive If on any then scheduled Expiration Date, any of the conditions to Tender Offer Conditions have not been satisfied or waived by Merger Sub, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one or more successive extension periods of up to ten (10) Business Days each in order to permit the satisfaction or waiver of such conditions; provided, however, that Merger Sub shall not be (i) required (and Parent shall not be required to make cause Merger Sub) to extend the Offer (A) beyond the Outside Date or (B) at any change in time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article 7 or (ii) permitted to extend the terms or conditions Offer beyond the Outside Date without the prior written consent of the OfferCompany. The “Outside Date” shall be June 10, provided that no change may be made that2021. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or NASDAQ. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, waives the Minimum Conditionexcept if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7 prior to any scheduled Expiration Date, changes the form of consideration to be paidMerger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), decreases the price per Share or the number of Shares sought in irrevocably and unconditionally terminate the Offer and shall not acquire any Company Shares pursuant thereto. If the Offer is terminated or imposes conditions withdrawn by Merger Sub, or this Agreement is terminated prior to the Offer Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in addition accordance with applicable Law, all tendered Company Shares to those set forth in Annex I. If all the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Company Shares pursuant to the Offer. (g) As soon as practicable on the date of the conditions to the Offer are not satisfied or waived on any scheduled expiration date commencement of the Offer, Parent and Merger Subsidiary Sub shall extend file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to (i) make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act and (ii) cause the Offer Documents to be disseminated to holders of Company Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Company Shares, as and to the extent required by federal securities Laws, including the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. Each of Parent, Merger Sub and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them a written summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time until such conditions are satisfied from the SEC or waived, provided that Merger Subsidiary shall not be required its staff with respect to extend the Schedule TO or the Offer beyond the date referred Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to in Section 10.01(b)(i). Subject review any such responses and Parent and Merger Sub shall give due consideration to the foregoing reasonable additions, deletions or changes suggested thereto by the Company and to its counsel. (h) Without limiting the terms and conditions generality of the OfferSection 5.9, Merger Subsidiary shall, and Parent shall cause it toMerger Sub to perform, accept for payment and pay foron a timely basis, asall of Merger Sub’s obligations under this Agreement.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with ARTICLE 7 and that none of the events set forth in clauses (c) or (d) of the first paragraph of Annex B hereto shall have occurred that would result and be continuing, within ten business days (as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, “Business Days”) after the date hereof, Merger Sub shall (and the Company shall cooperate with Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) an offer to purchase all outstanding shares of Common Stock of the Company at the purchase price of $30.00 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the terms of the Offer, the “Per Share Amount”) and shall, upon commencement of the Offer but after affording the Company and its counsel reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made thereby, file a failure Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 promulgated under the Exchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall consummate the Offer, subject to satisfy any the terms and conditions hereof and thereof. The Offer Documents will comply in all material respects with the provisions of all applicable Federal securities Laws. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the conditions set forth in Annex I heretoB hereto (the “Tender Offer Conditions”), as promptly as practicable after Merger Sub shall, upon the date hereof, but in no event later than five U.S. business days following the public announcement expiration of the execution Offer, accept for payment, and pay for (after giving effect to any required withholding or stock transfer Tax), all shares of this Agreement, Common Stock validly tendered pursuant to the Offer and not withdrawn on the Acceptance Date. The obligation of Merger Subsidiary Sub to accept for payment and to pay for any shares of Common Stock validly tendered shall commence an offer (be subject solely to the "Offer") to purchase (i) all satisfaction or waiver by Merger Sub of the Common Shares at a price of $28.00 per Common Tender Offer Conditions. The Per Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such seller. The Offer No shares of Common Stock held by the Company or its Subsidiaries shall be subject tendered pursuant to the condition that there shall be validly tendered in accordance with the terms Offer. (b) Parent on behalf 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary Sub expressly reserves the right from time to time, subject to Section 1.1(c) and Section 1.1(d), in its sole discretion, to waive any of Tender Offer Condition, to increase the conditions to the Offer and Per Share Amount or to make any change other changes in the terms or and conditions of the Offer; provided, provided that no change may be made that, without the prior written consent of the Company, waives Merger Sub shall not (i) decrease the Minimum Condition, changes Per Share Amount or change the form of consideration to be paidpayable in the Offer, decreases the price per Share or (ii) decrease the number of Shares shares of Common Stock sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex B), (iv) impose additional conditions to the Offer, (v) make any change in the Offer that would require an extension or imposes conditions delay of the then current Expiration Date; provided, however, that this clause (v) shall not limit the right of Parent and Merger Sub to extend the Expiration Date as required or permitted by Section 1.1(d), (vi) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, except for the Minimum Condition) or (vii) modify or amend any other term of the Offer, in the case of clauses (vi) and (vii), in any manner materially adverse to the holders of shares of Common Stock in their capacities as holders of shares of Common Stock. (c) No agreement or representation hereby is made or shall be made by Parent or Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company SEC Filings that is included or incorporated by reference in, the Offer Documents. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect. Merger Sub shall cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be promptly 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 a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto) before they are filed with the SEC. Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Merger Sub shall provide the Company with (in writing, if written), and shall consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer in addition Documents promptly after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to those set forth in Annex I. If all review any proposed responses before they are filed with the SEC. (d) The initial expiration date of the conditions Offer shall be the 20th Business Day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall not terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 7.1 hereof. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with ARTICLE 7, Merger Sub, without Parent or Merger Sub obtaining the consent of the Company, (i) shall extend the Expiration Date for any period required by the rules and regulations of the SEC or the New York Stock Exchange (the “NYSE”) applicable to the Offer, including in connection with an increase in the Per Share Amount, (ii) shall extend the Expiration Date if, on any then scheduled Expiration Date, any of the Tender Offer are Conditions is not satisfied or waived on any scheduled expiration date by Parent, for such periods for up to five Business Days at a time (or such other period as shall be approved by the Company) as Merger Sub may deem reasonably necessary, but, except as provided in Section 1.1(d)(iii) or as required by the rules and regulations of the OfferSEC or the NYSE applicable to the Offer (including in connection with an increase in the Per Share Amount), Merger Subsidiary in no event may the Expiration Date be extended pursuant to this clause (ii) to a date later than the Outside Date, and (iii) may extend the Expiration Date beyond the Outside Date for up to a period not to exceed the period which ends on the 15th Business Day after the date that either (w) the Company shall have publicly announced the receipt of an Acquisition Proposal in the event such announcement is made less than 10 Business Days prior to the Outside Date, (x) the Company publicly announces its reaffirmation of its approval or recommendation of the Offer following the public announcement of the receipt of any Acquisition Proposal in the event that such reaffirmation or announcement is made less than 10 Business Days prior to the Outside Date, (y) an Adverse Recommendation Change has occurred prior to the Outside Date or (z) the Company advises Parent of an Acquisition Proposal in accordance with Section 5.3(d) if such advisement is received by Parent less than 10 Business Days prior to the Outside Date. Except as expressly provided in this Section 1.1(d), Parent shall not extend the Offer from time to time until such conditions if all of the Tender Offer Conditions are satisfied or waivedwaived and it is permitted under applicable Law to accept for payment and pay for validly tendered shares of Common Stock that are not validly withdrawn. Nothing in this Section 1.1(d) shall affect any termination rights in ARTICLE 7. (e) In the event the Acceptance Date occurs but Merger Sub does not acquire a sufficient number of shares of Common Stock to enable a Short-Form Merger to occur pursuant to Section 2.7 hereof, provided that Merger Subsidiary shall Sub may (in its sole discretion) provide a “subsequent offering period” for a number of days to be determined by Parent but not be required to extend less than three nor more than 20 Business Days in accordance with Rule 14d-11 promulgated under the Offer beyond Exchange Act. (f) Promptly upon the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions satisfaction or waiver by Merger Sub of the OfferTender Offer Conditions in accordance with Section 1.1(b), Merger Subsidiary shall, and Parent Sub shall cause it to(i) as soon as practicable after the Expiration Date, accept for payment and pay forfor all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the date of acceptance for payment, asthe “Acceptance Date”), which acceptance may be by oral notice to the Paying Agent, (ii) on the Acceptance Date, deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Per Share Amount for all such accepted shares of Common Stock and (iii) as soon as practicable following such deposit, cause the Paying Agent to pay for all shares of Common Stock so accepted for payment. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (g) Promptly after the Acceptance Date, the Company shall take all action requested by Parent necessary to elect to be treated as a “controlled company” as defined by New York Stock Exchange Rule 303A.00 and make any necessary filings and disclosures associated with such status.

The Offer. (a) Provided that nothing Parent shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I heretocause Holding Sub to, and Holding Sub shall, as promptly soon as practicable after the date hereof, but in no any event later than within five U.S. business days following after the public announcement of the execution hereof, commence (within the meaning of this AgreementRule 14d-2(a) under the Securities Exchange Act of 1934, Merger Subsidiary shall commence an as amended (the "Exchange Act")), a tender offer (the "Offer") to purchase (i) for all of the Common outstanding Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a share price equal to the Common Per Share Price times 326.531 per Preferred Share, in each casePrice, net to the seller sellers thereof in cash, subject to the conditions set forth in Annex I hereto (the "Offer Conditions") including the Minimum Condition (as defined therein) and the termination provisions of Article VII hereof. The Holding Sub shall consummate the Offer on the terms and subject to the conditions provided in this Section 1. 1. Agreement, the obligation of Holding Sub to accept for payment Shares tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date satisfaction or waiver by Holding Sub of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis Conditions. (the "Minimum Condition"b) and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay forfor all Shares duly tendered at the earliest time at which it is permitted to do so under applicable provisions of the Exchange Act; provided that, asas set forth above, Holding Sub shall have the right, in its sole discretion, to extend the Offer for up to five business days notwithstanding the prior satisfaction of the Offer Conditions, in order to attempt to satisfy the requirements of Section 253 of the DGCL. It is agreed that the Offer Conditions other than the Minimum Condition, the HSR Condition, the STB Condition and the condition contained in clause (c) of Annex I are solely for the benefit of Holding Sub and that all Offer Conditions may be asserted by Holding Sub regardless of the circumstances resulting in a condition not being satisfied (except for any action or inaction by Holding Sub, Merger Sub or Parent constituting a breach of this Agreement) and, except with respect to the Minimum Condition, the HSR Condition, the STB Condition and the condition contained in clause (c) of Annex I, may be waived by Holding Sub, in whole or in part at any time and from time to time, in its sole discretion. (c) On the date of commencement of the Offer, Parent and Holding Sub, with the cooperation of, and prior review thereof by, the Company, shall file with the SEC a Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer that will contain or will incorporate by reference the Offer (or portions thereof) and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1, and all amendments and supplements thereto, shall comply as to form in all material respects with the provisions of all applicable federal securities laws. Parent, Holding Sub, and the Company with respect to information supplied by it for use in the Schedule 14D-1 or the Offer Documents, agree promptly to correct the Schedule 14D-1 or the Offer Documents if and to the extent that any of them shall have become false or misleading in any material respect or any event occurs which should be set forth in an amendment or supplement to the Schedule 14D-1, and Holding Sub shall take all steps necessary to cause the Schedule 14D-1 as so corrected or supplemented to be filed with the SEC and such Offer Documents as so corrected to be disseminated to holders of Shares and any other holders of securities of the Company (if any), in each case as and to the extent required by applicable federal securities laws. In addition, Parent and Holding Sub agree to promptly provide the Company and its counsel in writing with any comments Parent, Holding Sub or their counsel may receive from time to time from the SEC or its staff regarding the Schedule 14D-1 or the Offer Documents.

The Offer. (a) Provided Subject to the terms and conditions of this Agreement, the Offeror shall make the Offer by way of takeover bid circular on the terms and conditions set forth as Schedule 1.1(a) hereto, including, without limitation, the following: (i) the Offer shall be open until 8:00 p.m. (Calgary time) on the 22nd day after the date of the bid as determined under the Securities Act (Alberta) or the first business day thereafter if such day is not a business day; (ii) the consideration pursuant to the Offer shall be Cdn. $24.00 for each Common Share of the Company; and (iii) the obligation of the Offeror to take-up pursuant to the Offer shall be conditional upon there having been deposited under, and not withdrawn from, the Offer at least 66 2/3% of the Common Shares (on a fully-diluted basis), other than those Common Shares held by the Offeror or its affiliates or by persons whose Common Shares may not form part of any minority approval of a subsequent acquisition transaction (the "Minimum Condition"). Subject to Section 1.2, the Offeror shall issue and mail to Shareholders the Offer, a formal take-over bid circular (the "Offer Circular") and related letter of transmittal and notice of guaranteed delivery on or before 12:00 midnight (Calgary time) on January 31, 2000. (b) The Offer shall be made in accordance with all applicable laws. (c) The Offer shall expire on the date referred to in Section 1.1(a)(i), provided that nothing shall have occurred that would result the Offer may be extended one or more times at the sole discretion of the Offeror if the conditions set forth in a failure the Offer are not satisfied at the date and time at which the Offer otherwise expires (such time, as extended, the "Expiry Time"). Subject to satisfy any the satisfaction or waiver of the conditions set forth in Annex I heretothe Offer, as promptly as practicable after the Offeror shall, on the first business day following the date hereofthat the conditions set forth in the Offer are satisfied and the Offeror is duly authorized under applicable law, but in no event later than five U.S. business days following accept for payment and pay for all Common Shares validly deposited (and not properly withdrawn) pursuant to the public announcement of Offer. The Offeror shall use reasonable commercial efforts to consummate the execution of Offer, subject only to the terms and conditions thereof and this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with Offeror will not amend the terms of the Offer, prior other than (i) to increase the expiration date of the Offer and not withdrawnconsideration payable thereunder, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition"ii) and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any conditions thereof, (iii) to reduce the Minimum Condition, provided it cannot be reduced below 50% of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, outstanding Common Shares without the prior written consent of the Company; (iv) to otherwise amend any terms or conditions thereof, waives provided such amendment is not adverse to the Minimum Condition, changes Shareholders; or (v) to extend the form of consideration to be paid, decreases expiry thereof. (d) If on the price per Share or first occasion on which the number of Offeror has taken up any Common Shares sought in the Offer or imposes conditions pursuant to the Offer in addition to those set forth in Annex I. If all the Common Shares taken up represent less than 90% of the conditions to then outstanding Common Shares, then the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary Offeror shall extend the Offer from time for at least 10 days. (e) The Offeror shall cause its depositary to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required provide to extend the Company a copy of all reports of Common Shares tendered to the Offer beyond at the date referred to in Section 10.01(b)(i). Subject same time that such reports are provided to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asOfferor.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the public announcement of the execution of this Agreementhereof), Merger Subsidiary the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase (i) for cash all shares of the issued and outstanding common stock, par value $.01 per share (referred to herein as either the "Shares" or "Company Common Shares Stock"), of the Company (including the associated Common Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and Harris Trust Company of New York, as Rights Agent, dated as of Septxxxxx 11, 1997 (the "Rights Agreement")), at a price of $28.00 17.50 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer shall be Price"), subject to the condition that there shall be being validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer, prior to the expiration date of the Offer and not withdrawn, a that number of Shares thatwhich, together with the Shares then beneficially owned by ParentParent or the Purchaser, represents at least a majority of the Common Shares outstanding on a fully-fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I A hereto. Merger Subsidiary expressly reserves The Purchaser shall, on the right terms and subject to waive any the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay forfor Shares tendered as soon as it is legally permitted to do so under applicable law. The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, asthe Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof), provided, however, that if on the initial scheduled expiration date of the Offer (as it may be extended), all conditions to the Offer shall not have been satisfied or waived, the Offer may be extended from the time to time until December 31, 1998. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false and misleading in any material respect and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and the Purchaser agree to provide the Company and its counsel in writing with any comments Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure accordance with Section 8.1, Merger Sub shall commence and Purchaser shall cause Merger Sub to satisfy any commence (within the meaning of Rule 14d-2 under the conditions set forth in Annex I hereto, Exchange Act) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five U.S. (5) business days following the public announcement (as defined in Rule 14d-1(g)(3) of the execution Exchange Act) from the date of this Agreement, Merger Subsidiary and the Offer shall commence an offer remain open at least twenty (20) business days from commencement of the Offer (the "Offer"“Initial Expiration Date”). The obligation of Merger Sub to accept, and Purchaser to cause Merger Sub to accept, for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) shall be subject only to purchase the satisfaction or waiver by Purchaser or Merger Sub of the following conditions: (i) all there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Shares Stock which, together Table of Contents with any shares of Common Stock then owned by Purchaser or Merger Sub, represents at a price least 53% of $28.00 per the shares of Common Share Stock Outstanding ("Common Share Price") the “Minimum Condition”); and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I A hereto. Subject to the prior satisfaction or waiver by Purchaser or Merger Sub of the Minimum Condition and the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall, and Purchaser shall cause Merger Sub to, consummate the Offer in accordance with its terms and shall accept for payment and pay for all Shares tendered and not withdrawn at the earliest time permitted by applicable law. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and only the other conditions set forth in Annex A hereto. Merger Subsidiary Sub expressly reserves the right to waive any of the conditions such conditions, to increase the Offer Price and to make any change other changes in the terms or conditions of the Offer; provided, provided however, that no Merger Sub shall not, and Purchaser shall cause Merger Sub not to, decrease the Offer Price, change may be made thatthe form of consideration payable in the Offer, extend the Offer beyond the Initial Expiration Date, except to the extent expressly permitted pursuant to this Section 1.1(a), decrease the number of Shares sought in the offer, impose additional conditions to the Offer, purchase any Shares pursuant to the Offer that when added to Shares owned by Purchaser and its Affiliates would represent less than the Minimum Condition or amend any other term or condition of the Offer in any manner adverse to the holders of the Shares, in each case without the prior written consent of the Company (such consent to be authorized by the Board or a duly authorized committee thereof). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.1, Merger Sub may, in its discretion and without the consent of the Company, waives prior to the Minimum Conditiontermination of this Agreement, changes the form (i) if, at any scheduled expiration of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all any of the conditions to Merger Sub’s obligation to accept Shares for payment (including without limitation the Offer are Minimum Condition) shall not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are be satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the then applicable expiration date referred by one or more periods of not less than five (5) business days per extension, not to in Section 10.01(b)(i). Subject exceed an aggregate period of thirty (30) business days for all such extensions, to permit such condition to be satisfied, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC, or the staff thereof, applicable to the foregoing and to the terms and conditions Offer, or (iii) if, at any scheduled expiration of the Offer, the number of shares of Common Stock that shall have been validly tendered and not withdrawn pursuant to the Offer, together with any shares of Common Stock then owned by Purchaser or Merger Subsidiary shallSub satisfies the Minimum Condition but represents less than 90% of the shares of Common Stock Outstanding, extend the Offer (as provided in Rule 14d-11 under the Exchange Act) for an additional period of three (3) to twenty (20) business days, or until such earlier date as the number of shares of Common Stock that shall have been validly tendered and not withdrawn pursuant to the Offer, together with any shares of Common Stock then owned by Purchaser or Merger Sub represents 90% of the shares of Common Stock Outstanding. Upon the written request of the Company, Purchaser shall cause Merger Sub to extend the Offer for one or more periods not to exceed an aggregate of twenty (20) business days, if all of the conditions of the Offer are not satisfied, but Company believes that such conditions are reasonably capable of being satisfied in such period. Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.1, if all conditions to the Offer have been satisfied other than the condition set forth in paragraph (k) of Annex A, the then applicable expiration date of the Offer shall be extended by one or more periods of not less than five (5) business days per extension (without the requirement of consent from any party hereto), until the earlier of (i) the satisfaction of the condition set forth in paragraph (k) of Annex A or (ii) November 30, 2007. (b) As promptly as practicable on the date of commencement of the Offer, Purchaser and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the “Offer Documents”). Neither the Schedule TO nor any information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9 will, at the respective times the Schedule TO, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. The Schedule TO will, when filed by Merger Sub with the SEC, comply as to Table of Contents form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Purchaser and Merger Sub shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities Laws. Purchaser and Merger Sub, on the one hand, and Parent the Company, on the other hand, will 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 Merger Sub will cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it tois filed with the SEC. In addition, accept for payment Purchaser and pay forMerger Sub agree to provide the Company and its counsel with any comments, aswhether written or oral, that Purchaser or 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 and to consult with the Company and its counsel prior to responding to any such comments.

The Offer. (a) Provided that nothing none of the events set forth in Exhibit A hereto shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I heretoand be continuing, as promptly as practicable after the date hereof, (but in no any event not later than five U.S. business days following after the public announcement of the execution and delivery of this Agreement), Merger Subsidiary Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer to purchase (the "Offer") to purchase (i) all outstanding shares of the Company Common Shares Stock at a price of $28.00 12.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each caseshare, net to the seller in cashcash (the "Offer Consideration"). The obligation of Parent and Sub to commence the Offer, consummate the Offer, accept for payment and to pay for shares of Company Common Stock validly tendered in the Offer and not withdrawn shall be subject only to those conditions set forth in Exhibit A hereto. (b) Parent and Sub expressly reserve the condition that there shall be validly tendered in accordance with right to amend or modify 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made except that, without the prior written consent of the Company, waives Sub shall not (and Parent shall not cause Sub to) (i) decrease the Minimum Condition, changes Offer Consideration or the form of consideration to be paid, decreases the price per Share therefor or decrease the number of Shares sought pursuant to the Offer, (ii) change, in any material respect, the conditions to the Offer, (iii) impose additional material conditions to the Offer, (iv) waive the condition that there shall be validly tendered and not withdrawn prior to the time the Offer expires a number of shares of Company Common Stock which constitutes at least 65% of the Shares outstanding on a fully-diluted basis on the date of purchase ("on a fully- diluted basis" having the following meaning, as of any date: the number of shares of Company Common Stock outstanding, together with Shares which the Company may be required to issue pursuant to options, warrants or other obligations outstanding at that date), (v) extend the expiration date of the Offer (except that Sub may extend the expiration date of the Offer (a) as required by law or (b) for such periods as Sub may reasonably deem necessary (but not to a date later than the 45th calendar day after the date of commencement) in the event that any condition to the Offer is not satisfied), or imposes conditions (vi) amend any term of the Offer in any manner materially adverse to holders of shares of Company Common Stock; provided, however, that, except as set forth above, Sub may waive any other condition to the Offer in addition its sole discretion; and provided further, that the Offer may be extended in connection with an increase in the consideration to those set forth in Annex I. If all be paid pursuant to the Offer so as to comply with applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Assuming the prior satisfaction or waiver of the conditions to the Offer are not satisfied or waived on any scheduled expiration date Offer, Sub shall accept for payment, and pay for, in accordance with the terms of the Offer, Merger Subsidiary shall extend all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend as soon as practicable after the Offer beyond the expiration date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asthereof.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, (but in no event later than five U.S. eleven (11) business days following after the public announcement of the execution of this Agreementhereof), Merger Subsidiary Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase (i) for cash all shares of the issued and outstanding Company Common Shares Stock (the "Shares"), at a price per Share, based upon the representations set forth in Section 3.2 hereof, of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, 5.00 net to the seller in cash. The cash (such price per Share, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer shall be Price"), subject to the condition that there shall be being validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer, prior to the expiration date of the Offer and not withdrawn, a that number of Shares thatwhich, together with the Shares then beneficially owned by ParentParent or Purchaser, represents represent at least a majority 60% of the Common Shares outstanding on a fully-fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I A hereto. Merger Subsidiary expressly reserves the right to waive any The initial expiration date of the conditions Offer shall be the twentieth business day from and after the date the Offer is commenced as determined in accordance with Rule 14d-2(a) under the Exchange Act (the "Initial Expiration Date"). Unless the Offer is extended as provided herein, Purchaser shall, on the terms and subject to the Offer and to make any change in prior satisfaction or waiver (except that the terms or Minimum Condition may not be waived) of the conditions of the Offer, provided that no change may accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made thatby means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, without the Minimum Condition and the other conditions set forth in Annex A hereto. (b) Without the prior written consent of the Company, waives neither Parent nor Purchaser will (i) decrease the Minimum ConditionOffer Price, changes the form of consideration to be paid, decreases the price per Share or (ii) decrease the number of Shares sought in the Offer or imposes Offer, (iii) change the form of consideration payable in the Offer, (iv) impose conditions to the Offer in addition to those the Minimum Condition and the other conditions set forth in Annex I. If A, (v) except as provided below or required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission ("SEC") applicable to the Offer, change the expiration date of the Offer, or (vi) otherwise amend or change any term or condition of the Offer in a manner adverse to the holders of the Shares. Notwithstanding anything in this Agreement to the contrary, without the consent of the Company, Purchaser shall have the right to extend the Offer beyond the Initial Expiration Date (i) for an additional period of ten (10) days; (ii) for periods of ten (10) days each if any conditions to the Offer have not been satisfied or waived, subject to Section 7.1 hereof; (iii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law; and (iv) if all of the conditions to the Offer are not satisfied or waived on any scheduled expiration but the number of the shares of each class of Company Common Stock validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares of Company Common Stock, for one additional period of not less than three (3) nor more than twenty (20) Business Days, provided that Purchaser shall accept and pay for all securities tendered, as soon as reasonably practical, prior to the date of such extension, shall otherwise meet the Offer, requirements of Rule 14d-11 under the Exchange Act in connection with such extension and shall waive any condition to the consummation of the Merger Subsidiary shall extend other than the conditions in Section 6.1(c) that may fail to be satisfied during such extension. (c) As soon as reasonably practicable on the date the Offer is commenced, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO will include or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and such other ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any amendments and supplements thereto, the "Offer Documents"). Parent and Purchaser represent that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company or its financial advisors or representatives in writing for inclusion in the Offer Documents. The Company agrees to provide and to cause its financial advisors and representatives to provide all information necessary for inclusion in the Offer Documents. The information supplied by the Company for inclusion in the Schedule TO and the Offer Documents shall not, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it, and to use commercially reasonable efforts to correct any information provided on its behalf, for use in the Offer Documents if and to the extent that it shall have become false and misleading in any material respect and each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents before they are filed with the SEC. In addition, Parent and Purchaser agree to provide the Company and its counsel in writing with any comments or other communications that Parent, Purchaser or their counsel may receive from time to time until such conditions are satisfied from the SEC or waived, provided that Merger Subsidiary shall not be required its staff with respect to extend the Offer beyond Documents promptly after the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions receipt of the Offer, Merger Subsidiary shallsuch comments or other communications, and shall provide the Company and its counsel a reasonable opportunity to comment on the proposed response of Parent shall cause it to, accept for payment and pay for, asPurchaser to such comments.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any accordance with Section 8.1 hereof and none of the conditions events set forth in Annex I heretohereto shall have occurred and be continuing, as promptly as practicable after the date hereofpracticable, but in no event later than five U.S. business days following the public announcement of the execution of this AgreementSeptember 5, Merger Subsidiary 2000, Purchaser shall commence an offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "OfferEXCHANGE ACT") ), the Offer whereby Purchaser will offer to purchase (i) for cash all of the Common Shares at a price of $28.00 55.75 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash, without interest, and, subject to the conditions of the Offer and this Agreement, shall use reasonable best efforts to consummate the Offer. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time 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. The obligation of Purchaser to consummate the Offer and to accept for payment any Shares tendered pursuant thereto shall be subject to the condition that there shall be validly tendered in accordance with the terms satisfaction 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other only those conditions set forth in Annex I hereto. Merger Subsidiary I. Subject to Section 1.1(b), Parent expressly reserves the right to waive any of such condition or to increase the conditions price per Share to be paid pursuant to the Offer and Offer. The Per Share Amount shall be net to make the seller in cash, subject to reduction only for any change in applicable Federal back-up withholding or stock transfer taxes payable by the terms or conditions of seller. The Company agrees that no Shares held by the Company will be tendered pursuant to the Offer, provided that no change may be made that, without . (b) Without the prior written consent of the Company, waives the Minimum Condition, changes Purchaser shall not (i) decrease or change the form of consideration to be paidthe Per Share Amount, decreases the price per Share or (ii) decrease the number of Shares sought in the Offer Offer, (iii) amend or imposes waive satisfaction of the Minimum Condition (as defined in Annex I), (iv) impose additional conditions to the Offer, or (v) amend any other term of the Offer in addition to those set forth in Annex I. If all of the conditions any manner adverse to the Offer are not satisfied or waived holders of Shares; PROVIDED, HOWEVER, that if on any scheduled the initial expiration date of the Offer, Merger Subsidiary which will be 20 Business Days following commencement of the Offer (together with any extensions thereof, the "EXPIRATION DATE"), all conditions to the Offer shall not have been satisfied or waived, Purchaser may, and at the Company's request will, extend the Offer Expiration Date from time to time until for such additional periods not to exceed 30 calendar days in the aggregate in order to permit such conditions are to be satisfied (but not beyond the Outside Date), and Purchaser may amend any term of the Offer in any manner not materially adverse to the Stockholders. Notwithstanding that all conditions to the Offer have been satisfied, Parent may, in its sole discretion, extend the Expiration Date for up to 10 Business Days. In the event that the Minimum Condition has been satisfied and all other conditions to the Offer have been satisfied or waivedwaived but less than 100% of the Class A Shares and 90% of the Class B Shares, provided that Merger Subsidiary calculated on a fully diluted basis, have been validly tendered and not withdrawn on the Expiration Date, Purchaser shall accept and purchase all of the Shares tendered in the initial offer period and may notify Stockholders of Purchaser's intent to provide a "subsequent offer period," as long as providing for the subsequent offering period does not require the extension of the initial offer period under applicable rules and regulations of the Securities and Exchange Commission (the "SEC"), for tender of at least 100% of the Class A Shares and 90% of the Class B Shares pursuant to Rule 14d-11 of the Exchange Act, which subsequent offer period shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i)exceed 10 Business Days. Subject to the foregoing and to Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, Merger Subsidiary shallaccept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. For the benefit of the Stockholders, Parent shall cause Purchaser to have sufficient funds to make all payments required to be made pursuant to Sections 2.6 and 2.8 hereof, and Parent shall cause Purchaser to comply with all of its obligations hereunder. (c) As soon as practicable on the date of the public announcement of the Offer, Purchaser will file or cause to be filed with the SEC the joint press release announcing the Offer on Schedule TO ("SCHEDULE TO"), and as soon as practicable on the date of commencement of the Offer, Purchaser will file or cause to be filed with the SEC a tender offer statement on Schedule TO which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto or any other documents filed by Parent or Purchaser with the SEC with respect to the Offer and related transactions, the "OFFER DOCUMENTS"). Each of Parent, Purchaser and the Company agrees promptly to correct any information provided by it tofor use in the Schedule TO or the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, accept for payment in light of the circumstances under which they were made, not misleading, and pay forPurchaser further agrees to take all steps necessary to cause the Schedule TO, asas so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable 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.

The Offer. (a) Provided As promptly as practicable after the date of this Agreement (and in any event within fifteen (15) Business Days of the date of this Agreement), 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 amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation of Merger Sub to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer 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 nothing number of Shares which, together with the Shares beneficially owned by Parent or Merger Sub (if any), represents at least 66⅔% of the total number of Shares then outstanding determined 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, and excluding shares tendered by guaranteed delivery for which the underlying shares have not been received) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex A (together with the Minimum Condition, the “Offer Conditions”) (and shall have occurred not be subject to any other conditions). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid in cash, without interest, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that would result describes the terms and conditions of the Offer as set forth in a failure this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to satisfy waive, in whole or in part, any Offer Condition or to increase the Offer Price; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Annex I heretoA or otherwise impose any other condition to the Offer, (v) except as promptly as practicable after otherwise provided in this Section 1.1, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer. (d) The Offer shall expire at midnight (New York City time) on a date that is at least twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date hereofand time to which the Offer has been so extended (the 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”); provided, that the Expiration Time shall not be prior to June 15, 2017. (e) Notwithstanding anything in this Agreement to the contrary, but subject to the parties’ respective rights to terminate this Agreement under Article VIII, if applicable, Merger Sub (i) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for periods of up to ten (10) Business Days per extension, if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived, (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the SEC, the staff thereof or the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer and (iii) to the extent requested by the Company on one or more occasions for periods of up to ten (10) Business Days per extension, shall extend (and re-extend) the Offer if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived; provided, however, that in no event later than five U.S. business days following shall Merger Sub extend the public announcement of Offer beyond September 1, 2017 (the execution “End Date”). (f) On the terms and subject to the conditions of this Agreement, Merger Subsidiary Sub shall, and Parent shall commence cause Merger Sub to, accept and pay for (subject to any withholding of an offer (the "Offer") amount pursuant to purchase (iSection 3.2(b)(iii)) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") validly tendered and (ii) all of the Preferred Shares at a price equal not validly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, Offer as soon as practicable after (and in each case, net any event no later than three (3) Business Days after) the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.1). Acceptance for payment of Shares pursuant to the seller in cash. The Offer shall be and subject to the condition that there shall be validly tendered Offer Conditions upon the Expiration Time is referred to in accordance with this Agreement as the terms of “Offer Closing”, and the Offer, prior to the expiration date of on which the Offer and not withdrawn, a number of Shares that, together with Closing occurs is referred to in this Agreement as the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto“Offer Closing Date”. Merger Subsidiary Sub expressly reserves the right to waive to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof), in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right; provided, however, that the maximum aggregate subsequent offering period with extensions shall not exceed ten (10) Business Days. Nothing contained in this Section 1.1 shall affect any of the conditions termination rights in Article VIII, as to the Offer and Agreement, or in Annex A, as to make any change in the terms or conditions of the Offer, provided that no change may be made that, . (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought Company except in the Offer or imposes conditions event that this Agreement is terminated pursuant to Article VIII. (h) As soon as practicable on the Offer in addition to those set forth in Annex I. If all date of the conditions to the Offer are not satisfied or waived on any scheduled expiration date commencement of the Offer, Parent and Merger Subsidiary Sub shall extend file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer from time to time until such conditions are satisfied or waived(together with all amendments, provided that Merger Subsidiary supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall not be required to extend include, as exhibits, the Offer beyond to Purchase and a form of letter of transmittal (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 (and in any event no later than five (5) Business Days following the date referred of this Agreement) furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in Section 10.01(b)(i)the Offer Documents. Subject Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and, immediately following such filing, disseminated to the foregoing stockholders of the Company, together with, to the extent requested by the Company, the Schedule 14D-9, in each case as and to the terms extent required by the Exchange Act. Parent and conditions Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and, immediately following such filing, disseminated to the stockholders of the OfferCompany, in each case as and to the extent required by the Exchange Act. Parent and Merger Subsidiary shallSub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand and shall give the Company and its counsel a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on any response and Parent and Merger Sub shall give reasonable consideration to any such comments. Prior to the filing of the Offer Documents (including any amendments or supplements 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 Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause it toto be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment payment, and pay for, aspursuant to the Offer.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, Merger Sub- sidiary shall, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution terms of this Agreement, Merger Subsidiary shall commence com- mence an offer (the "Offer") to purchase (i) all of the Common Shares outstanding shares of common stock, par value $.01 per share (the "Shares"), including the associated Rights (defined below in Section 4.1(c)) of the Company at a price of $28.00 30.50 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each caseincluding such associated Rights), net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, Offer prior to the expiration date of the Offer and not withdrawn, withdrawn a number of Shares thatwhich, together with the Shares then beneficially owned by ParentParent and Merger Subsidiary, represents at least a majority of the Common total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to issue (such total number of outstanding on a fully-diluted basis Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Parent and Merger Subsidiary expressly reserves reserve the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made ; pro- vided that, without the prior written consent of the Company, waives the Minimum Condition, no change may be made which changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or Offer, imposes conditions to the Offer in addition addi- tion to those set forth in Annex I. If I, changes or waives the Mini- mum Condition, extends the Offer (except as set forth in the following sentence), or makes any other change to any condition to the Offer set forth in Annex I which is adverse to the hold- ers of Shares. Subject to the terms of the Offer in this Agre- ement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Merger Sub- sidiary shall accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and shall pay for all such Shares promptly after acceptance; provided that Merger Subsidiary may extend the Offer if, at the scheduled expiration date of the Offer or any extension thereof any of the conditions to the Offer shall not have been satisfied, until such time as such conditions are not satisfied or waived on any scheduled waived, and Merger Subsidiary may extend the Offer for a further period of time of not more than 20 business days to meet the objective (which is not a condition to the Offer) that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration date of the OfferOffer (as so extended) and not with- drawn a number of Shares, which together with Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the Fully Diluted Shares. Subject to Section 9.1, if the condition set forth in clause (ii) of the first paragraph of Annex I is not satisfied as of the date the Offer would otherwise have expired, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond earlier of (i) the date referred to that is 30 days after the first sched- uled expiration date and (ii) the date the condition set forth in Section 10.01(b)(i). Subject to clause (ii) of the foregoing and to first paragraph of Annex I is satisfied. (b) As soon as practicable on the terms and conditions date of commence- ment of the Offer, Parent and Merger Subsidiary shallshall (i) file with the SEC (defined below in Section 4.1(a)) a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which will contain the offer to purchase and form of the related let- ter of transmittal (together with any supplements or amendments thereto, collectively the "Offer Documents") and (ii) cause the Offer Documents to be disseminated to holders of Shares. Par- ent, Merger Subsidiary and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect. Parent and Merger Sub- sidiary agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall cause it to, accept for payment be given a reasonable opportunity to review and pay for, ascomment on the Schedule 14D-1 prior to its being filed with the SEC.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, but in no event later than five U.S. business days following the public announcement Purchaser shall (and Parent shall cause the Purchaser to) commence, within the meaning of Rule 14d-2 under the execution Securities Exchange Act of this Agreement1934, Merger Subsidiary shall commence an offer as amended, and the rules and regulations promulgated thereunder (the "Offer") “Exchange Act”), the Offer to purchase all the outstanding Shares at the Offer Price, subject to: (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be being validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a properly withdrawn prior to the Expiration Date that number of Shares thatwhich, together with the number of Shares (if any) then beneficially owned of record by ParentParent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Shares outstanding (determined on a fully-fully diluted basis basis) at the Expiration Date (the "“Minimum Condition"”); and (ii) and to the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I heretoA. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex A, the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after the Purchaser is legally permitted to do so under applicable Law. Merger Subsidiary expressly reserves The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(c). In circumstances in which the stockholders of the Company do not have the right to waive seek remedies at law or equity, the obligations of Parent and the Purchaser under this Agreement are material to the Company’s execution of this Agreement and any failure by Parent or the Purchaser to comply with the terms of this Agreement shall enable the Company to seek all remedies available at law or equity to it and on behalf of the stockholders. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex A. Parent and the Purchaser expressly reserve the right, at any time, in their sole discretion, to waive, in whole or in part, any condition to the Offer and or other requirement set forth in Annex A or increase the Offer Price or to make any change other changes in the terms or and conditions of the Offer; provided, provided however, that no unless previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price, (ii) change may the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be made thatpurchased in the Offer, without the prior written consent of the Company, waives (iv) amend or waive the Minimum Condition, changes (v) amend any of the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes other conditions and requirements to the Offer in addition to those set forth in Annex I. A in a manner adverse to the holders of Shares, or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date on which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended in accordance with this Agreement (the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer are (including the Minimum Condition and the other conditions and requirements set forth in Annex A) have not satisfied been satisfied, or waived on any scheduled expiration date by Parent or the Purchaser, the Purchaser may, in its sole discretion, without the consent of the OfferCompany cause the Purchaser to extend the Offer for successive periods of up to twenty (20) Business Days each, Merger Subsidiary the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions. The Purchaser shall extend the Offer from time to time until for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission (the “SEC”) or its staff. Notwithstanding the foregoing, Parent and the Purchaser agree that if on any scheduled Expiration Date, either the Minimum Condition or the HSR Condition (as such term is defined in Annex A), is not satisfied but all of the other conditions and requirements set forth in Annex A are satisfied or or, in Parent’s and the Purchaser’s sole discretion, waived, provided then the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer for up to forty (40) Business Days in the aggregate, the length of such period to be determined by the Company in its sole discretion; provided, however, that Merger Subsidiary this provision shall not require the Purchaser to extend the Offer more than twice and the Purchaser shall not be required to extend the Offer (i) beyond August 15, 2009 (the date referred “Outside Date”), or (ii) at any time that Parent and the Purchaser have the right to in Section 10.01(b)(i). Subject terminate this Agreement pursuant to Article VII. (f) If necessary to obtain sufficient Shares (without regard to Shares issuable upon the foregoing and to the terms and conditions exercise of the OfferTop-Up Option or Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) to reach the Short Form Threshold, Merger Subsidiary shallthe Purchaser may, in its sole discretion, cause the Purchaser to provide for a “subsequent offering period” (and Parent shall cause it to, accept for payment and pay for, asone or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to twenty (20)

The Offer. (a) Provided that nothing Purchaser shall have occurred that would result in a failure (and Parent shall cause 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 satisfy any purchase all of the conditions set forth in Annex I hereto, Shares at the Offer Price as promptly as practicable after the date hereofreasonably practicable, but in no event later than five U.S. business days following after the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") . The obligation of Purchaser to purchase (i) all of the Common accept for payment and pay for Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject only to (x) the satisfaction of the condition that at the expiration of the Offer there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a withdrawn that number of Shares thatwhich, when taken together with Shares (if any) then owned by Parent or any of its subsidiaries, represents more than 50% of the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding determined on a fully-diluted basis (on a "FULLY-DILUTED BASIS" meaning the number of Shares then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, convertible securities or similar obligations then outstanding) (the "Minimum ConditionMINIMUM CONDITION"), and (y) and to the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex I A hereto. Merger Subsidiary Purchaser expressly reserves the right to waive any of the such conditions to the extent legally permissible (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any change other changes in the terms or conditions of the Offer; provided, provided however, that no change may be made that, without the prior written consent of the CompanyCompany which (i) decreases the price per Share payable in the Offer, waives the Minimum Condition, (ii) changes the form of consideration to be paidpaid in the Offer, decreases (iii) reduces the price per Share or the maximum number of Shares sought to be purchased in the Offer or Offer, (iv) imposes conditions to the Offer in addition to those the conditions set forth in Annex I. If A hereto, (v) waives the Minimum Condition, (vi) modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or (vii) except as provided below, extends the expiration date of the Offer. (b) Notwithstanding the foregoing, Purchaser shall, and Parent shall cause Purchaser to, (i) extend the Offer beyond the initial scheduled expiration date, which shall be 20 business days following the date of commencement of the Offer, or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties' respective rights to terminate this Agreement pursuant to Section 7.1, and (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Any extension of the Offer pursuant to clause (i) of the preceding sentence of this Section 1.1(b) shall, subject to Section 7.1, not exceed the lesser of five business days (or such longer period as the Company and Purchaser may agree in writing in any particular instance) or such fewer number of days that Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied. In addition, if, at the expiration date of the Offer, all of the conditions to the Offer are have been satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the number of Shares validly tendered and not satisfied withdrawn pursuant to the Offer, when taken together with Shares, if any, then owned by Parent and its subsidiaries, constitutes less than 90% of the Shares then outstanding, Purchaser shall (subject to applicable Law) provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) of at least five but no more than 20 business days after Purchaser's acceptance for payment of the Shares then tendered and not withdrawn pursuant to the Offer, in which event Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares tendered and not withdrawn as of such expiration date. (c) Subject to the terms of this Agreement and the satisfaction or waived on earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any scheduled expiration date of the Offer, Merger Subsidiary Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, (and Parent shall cause it Purchaser to, ) accept for payment and pay forfor all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable Law (but in no event later than the next business day after such expiration date of the Offer). On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, asParent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (d) 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 (together with all amendments, supplements and exhibits thereto, the "SCHEDULE TO") with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments, supplements and exhibits thereto, the "OFFER DOCUMENTS"). Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Purchaser, on the 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 shall be or shall have become false or misleading in any material respect, and Parent and Purchaser shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities laws. 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 Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

The Offer. (a) Provided that nothing this Agreement shall not have occurred been terminated in accordance with Article X hereof and that would result in a failure to satisfy any none of the conditions set forth in Annex I heretoExhibit A hereto shall have occurred, Buyer and Merger Subsidiary shall, as --------- promptly as practicable after following the date hereof, but hereof and in no event later than five U.S. 15 business days following after the public announcement of the execution and delivery of this Agreement, Merger Subsidiary shall commence an offer the Offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "OfferExchange Act")) to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred outstanding ------------ Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each caseOffer Price, net to the seller in cashcash (subject to reduction only for applicable federal back-up withholding taxes payable by the seller). The obligation of Merger Subsidiary to accept for payment and to pay for any Shares tendered in the Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, withdrawn a number of Shares thatwhich, together with the Shares then beneficially owned by ParentBuyer or Merger Subsidiary, represents at least a majority of the Common outstanding Shares outstanding on a fully-fully diluted basis on the date of purchase (the "Minimum Condition") and to the other conditions set forth in Annex I Exhibit A hereto. ----------------- --------- (b) Buyer and Merger Subsidiary expressly reserves reserve the right to waive any of the conditions to the Offer and to make any change in modify the terms or conditions of the Offer, provided that no change may be made except that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases neither Buyer nor Merger Subsidiary shall (i) decrease the price per Share or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought in the Offer Offer, (iii) amend or imposes waive satisfaction of the Minimum Condition, (iv) impose additional conditions to the Offer or amend in addition any manner materially adverse to those set forth the holders of Shares any condition to the Offer, (v) amend any other term of the Offer in Annex I. If all any manner adverse in any material respect to the holders of Shares, or (vi) except as provided in the next sentence, extend the expiration date of the Offer beyond August 31, 2001. Notwithstanding the foregoing, Merger Subsidiary may, without the consent of the Company, (i) extend the Offer, if at the then scheduled expiration date of the Offer any of the conditions to Merger Subsidiary's obligation to purchase Shares is not satisfied, until such time as such condition is satisfied or waived, but in no event later than September 30, 2001, (ii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the then scheduled expiration date of the Offer or provide for a "subsequent offering period" (as defined in Rule 14d-11 of the Exchange Act) for an aggregate period of not more than ten (10) business days, if on the date of such extension less than 90% of the outstanding shares of Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, and (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Assuming the prior satisfaction or waiver of the conditions to the Offer are not satisfied or waived on any scheduled expiration date Offer, upon the terms of the Offer, the Merger Subsidiary shall extend will accept for payment and purchase, as soon as practicable after the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Exhibit A hereto. ----------------- --------- As soon as practicable on the date the Offer is commenced, Buyer and Merger Subsidiary shallshall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with ----------- respect to the Offer that will comply in all material respects with the provisions of all applicable federal securities laws, and Parent will contain (including as an exhibit) or incorporate by reference, the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents"). --------------- Each of Buyer and Merger Subsidiary, on the one hand, and the Company, on the other hand, agree promptly to correct the Schedule TO and the Offer Documents if and to the extent that such documents shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in 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 agrees to take all steps necessary to cause it tothe Schedule TO as so corrected or supplemented, accept for payment to be filed with the SEC and pay forthe Offer Documents, asas so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated and none of the events set forth in Section (a) through (i) of Annex A attached hereto and made a part hereof ("Annex A") shall have occurred that would result in a failure to satisfy any or be existing (and shall not have been waived by Acquisition), Acquisition shall commence (within the meaning of Rule 14d-2 of the conditions set forth Exchange Act as defined in Annex I hereto, Section 3.4(a)) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five U.S. business days following after the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") . The obligation of Acquisition to purchase (i) all of the Common accept for payment and pay for Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject only to the satisfaction of the condition that there shall be validly tendered in accordance with the terms of the Offer, and not withdrawn prior to the expiration date of the Offer and not withdrawn, a that number of Shares that, together with the Shares then beneficially owned by Parent, which represents at least a majority of the Common then outstanding Shares outstanding on a fully-fully diluted basis (the "Minimum Condition") and to the satisfaction or waiver by Acquisition of the other conditions set forth in Annex I heretoA. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered to Acquisition pursuant to the Offer. Merger Subsidiary Acquisition expressly reserves the right to waive any of such conditions (other than the conditions Minimum Condition), to increase the price per Share payable in the Offer and to make any change other changes in the terms or conditions of the Offer; provided, provided however, that no change may be made that, without the prior written consent of the CompanyCompany which decreases the price per Share payable in the Offer, waives reduces the Minimum Conditionmaximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought paid in the Offer Offer, modifies or amends any of the conditions set forth in Annex A, imposes conditions to the Offer in addition to those the conditions set forth in Annex I. If all A, waives the Minimum Condition or makes other changes in the terms and conditions of the conditions Offer that are in any manner adverse to the holders of Shares or, except as provided below, extends the Offer. Subject to the terms of the Offer are not satisfied and this Agreement and the satisfaction or waived on earlier waiver of all the conditions of the Offer set forth in Annex A as of any scheduled expiration date of the Offer, Merger Subsidiary Acquisition will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable law. Notwithstanding the foregoing, Acquisition may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Acquisition's obligation to accept for payment and to pay for the Shares shall not be satisfied or, to the extent permitted by this Agreement, waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, other than Rule 14e-5 promulgated under the Exchange Act. Unless the Company advises Acquisition that it does not wish Acquisition to extend the Offer, Acquisition shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond earlier of (A) the date referred to that is 30 days after the date on which any applicable waiting period under the HSR Act (as defined in Section 10.01(b)(i4.4) shall have expired or been terminated and (B) the Outside Date (as defined in Section 8.1). Subject to , in the foregoing and to event that, at the terms and then-scheduled expiration date, all of the conditions of the Offer set forth in Annex A have not been satisfied or waived as permitted by this Agreement. Any extension of the Offer pursuant to the preceding sentence or pursuant to clause (i) of the second preceding sentence of this Section 1.1 shall not exceed the lesser of ten business days or such fewer number of days that Acquisition reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A to be satisfied. Acquisition shall provide a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) of not less than three business days following its acceptance for payment of Shares in the Offer, Merger Subsidiary shall, and Parent shall cause it to, . On or prior to the dates that Acquisition becomes obligated to accept for payment and pay forfor Shares pursuant to the Offer, asParent shall provide or cause to be provided to Acquisition the funds necessary to pay for all Shares that Acquisition becomes so obligated to accept for payment and pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (b) On the date of the commencement of the Offer, Acquisition shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the "Offer Documents"). Parent and Acquisition shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Acquisition, on the one hand, and the Company, on the other hand, will 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 Acquisition will cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, Parent and Acquisition agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Acquisition or either of their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO promptly after the receipt of such comments and to consult with the Company and its counsel prior to responding to any such comments.

The Offer. (a) Provided that nothing this Agreement shall not ------------- --------- have occurred that would result been terminated in a failure to satisfy any of accordance with Article IX, unless otherwise agreed by Parent and the conditions set forth in Annex I heretoCompany, as promptly as practicable after the date hereof, but in no event later than five U.S. business days three Business Days following effectiveness of a Registration Statement on Form S-4 (together with any amendments or supplements thereto, the public announcement of the execution of this Agreement, "Offer Registration Statement") Parent ---------------------------- shall cause Merger Subsidiary shall Sub to commence an offer (the "Offer") to purchase (i) all of the ---------- outstanding shares of Company Common Shares Stock at a price for each share of Company Common Stock of (1) $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case29.60, net to the seller in cash, and (2) a fraction of a share of Parent Common Stock equal to the Exchange Ratio. The Offer shall be subject only to (1) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares shares of Company Common Stock that, together with the Shares shares of Company Common Stock then beneficially owned by ParentParent and/or Merger Sub, represents at least a majority two-thirds of the shares of Company Common Shares Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to (2) the other ----------------- conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves Sub shall have the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that (A) the Minimum Condition may not be -------- waived or reduced to less than two-thirds of the Offer, provided that no change may be made that, shares of Company Common Stock outstanding on a fully-diluted basis without the prior written consent of the Company, waives the Minimum Condition, Company and (B) no change may be made that changes the form of consideration to be paidpayable in the Offer, decreases the price per Share or consideration payable in the Offer, reduces the maximum number of Shares sought shares of Company Common Stock to be purchased in the Offer or Offer, imposes conditions to the Offer in addition to those set forth in Annex I. If all I or makes any other change which is adverse to the holders of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) for one or more periods (not in excess of 10 Business Days each) but in no event ending later than the Termination Date if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer are shall not have been satisfied or waived on any scheduled expiration date of the Offerwaived, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law or (iii) for an aggregate period of not more than 10 Business Days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to the Offer have been satisfied or waived, but the number of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer equals 80% or more, but less than 90%, of the outstanding shares of Company Common Stock on a fully diluted basis. In the event that Merger Subsidiary Sub is unable to consummate the Offer on the initial scheduled expiration date due to the failure of the conditions to the Offer to be satisfied or waived, Parent shall not be required cause Merger Sub to, unless this Agreement is terminated pursuant to Article IX, extend the Offer beyond and set a subsequent scheduled expiration date, and shall continue to so extend the date referred to in Section 10.01(b)(i)Offer and set subsequent scheduled expiration dates until the Termination Date. Subject to the foregoing and to upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it Merger Sub to, accept for payment and pay for, asas promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. Parent will announce the exact Exchange Ratio with respect to each share of Company Common Stock that is to be exchanged in the Offer by 9:00 a.m., New York City time, on the second Trading Day immediately preceding the Acceptance Date. Parent will make such announcement by issuing a press release to the Dow Xxxxx News Service. (b) As soon as reasonably practicable on the date of commencement of the Offer, Parent shall, and Parent shall cause Merger Sub to file with the SEC a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the "Schedule TO"). As soon as reasonably practicable after ----------- the date hereof, Parent shall, and shall cause Merger Sub to, file the Offer Registration Statement (the Schedule TO, the Offer Registration Statement and such documents included therein pursuant to which the Offer will be made, the "Offer Documents"). Parent and the Company agree promptly to correct any --------------- information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent shall, and Parent shall cause Merger Sub to take all steps necessary to cause the Schedule TO and the Offer Registration Statement as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be, at such time as reasonably agreed by Parent and the Company, disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the holders of shares of Company Common Stock. Parent shall, and Parent shall cause Merger Sub to provide the Company and its counsel with any comments Parent and 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 and shall provide the Company and its counsel an opportunity to participate in the response of Parent or Merger Sub to such comments.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable after following the date hereofhereof and in any event prior to September 12, but in no event later than five U.S. business days following 2001, commence (within the public announcement meaning of Rule 14d-2 of the execution Securities Exchange Act of this Agreement1934, Merger Subsidiary shall commence an as amended (the "Exchange Act")) a tender offer (as amended from time to time, the "Offer") to purchase (i) all of the Common outstanding shares of common stock, par value $0.01 per share, of the Company (the "Shares") and the associated rights to purchase Shares (the "Rights") issued pursuant to the Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of February 1, 2001 (the "Rights Agreement") at a price of not less than $28.00 10.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each caseassociated Right, net to the seller in cash. Subject to the satisfaction of the conditions to the Offer set forth in the immediately following sentence, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not properly withdrawn as soon as practicable after the expiration of the Offer. The obligation of Merger Subsidiary to accept for payment and to pay for any Shares tendered in the Offer shall be subject only to (x) the condition that there shall be validly tendered in accordance with the terms of the Offer, Offer prior to the expiration date of the Offer and not withdrawn, withdrawn a number of Shares thatwhich, together with the any Shares then beneficially owned by ParentParent or Merger Subsidiary, represents at least a majority 80% of the Common Shares outstanding on a fully-diluted basis the expiration date of the Offer (the "Minimum Condition"), and (y) and to the other conditions set forth in Annex I heretohereto (collectively, together with the Minimum Condition, the "Offer Conditions"). The Company shall advise the Parent in writing of the number of shares outstanding at the close of business on the expiration date. Merger Subsidiary expressly reserves the right in its sole discretion to waive any of such condition from time to time, to increase the conditions price per Share (and associated Right) payable in the Offer, to extend the Offer and to make any change other changes in the terms or and conditions of the Offer; provided, provided that no change may be made however, that, without unless previously approved by the prior written consent of the CompanyCompany in writing, waives the Minimum Condition, changes the form of consideration to be paid, decreases Merger Subsidiary will not (i) decrease the price per Share or payable in the Offer, (ii) decrease the maximum number of Shares sought to be purchased in the Offer or imposes Offer, (iii) except as required by law, impose conditions to the Offer in addition to those set forth in Annex I. If all of the Offer Conditions, (iv) except as required by law, change the conditions to the Offer are in any material respect adverse to the Company, (v) except as required by law, amend any other term of the Offer in a manner adverse to the holders of the Shares or (vi) change the form of consideration to be paid pursuant to the Offer. The initial expiration date of the Offer shall be 20 business days following the commencement of the Offer. Merger Subsidiary agrees that (i) it shall not satisfied terminate or waived on any scheduled withdraw the Offer or extend the expiration date of the Offer unless at the expiration date of the Offer, the Offer Conditions shall not have been satisfied or earlier waived and (ii) if the Offer Conditions are not satisfied on any scheduled or extended expiration date of the Offer, then if all such conditions are reasonably capable of being satisfied prior to November 30, 2001 (the "Termination Date"), Merger Subsidiary shall shall, unless otherwise agreed by the Company, extend the Offer from time to time (each such individual extension not to exceed ten business days from the previously scheduled expiration date) until such conditions are satisfied or waived; provided, provided however, that Merger Subsidiary shall not be required to extend the Offer beyond the Termination Date. Notwithstanding the foregoing, Merger Subsidiary may, without the consent of the Company, (i) extend the Offer, if at any scheduled or extended expiration date referred of the Offer any of the Offer Conditions shall not be satisfied or waived, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law; provided, however, the Offer may not be extended beyond the Termination Date without the consent of the Company; provided, further, however, that Merger Subsidiary may elect to extend the Offer to provide, in compliance with Rule 14d-11 under the Exchange Act, for a "subsequent offering period" not to exceed 20 business days following the expiration of the Offer. (b) On the date of the commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which will contain the offer to purchase and a form of the related letter of transmittal and summary advertisement (together with any supplements or amendments thereto, the "Offer Documents") which will comply in all material respects with, and disseminate the same to the holders of the Shares to the extent required by, applicable federal securities laws and any other applicable laws. Each of the Parent, EGS, Merger Subsidiary and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws and any other applicable laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Merger Subsidiary will provide the Company and its counsel with any comments Merger Subsidiary or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. In the event that the Offer is terminated or withdrawn by Merger Subsidiary, Parent, EGS and Merger Subsidiary shall cause all tendered Shares to be returned to the registered holders of the Shares represented by the certificate or certificates surrendered to the Exchange Agent (as defined in Section 10.01(b)(i2.3(a) of this Agreement). . (c) Subject to the foregoing and to the terms and conditions of the Offer, Parent shall provide or cause to be provided to Merger Subsidiary shallon a timely basis the funds necessary to accept for payment, and Parent shall cause it topay for, the Shares that Merger Subsidiary becomes obligated to accept for payment and to pay for, asfor pursuant to the Offer.

The Offer. (a) Provided Subject to the terms and conditions of this Agreement and provided that nothing this Agreement shall not have occurred that would result in been validly terminated pursuant to Article IX, and subject to (i) to the extent required, Topco’s receipt of a failure final approval by the DFSA (or any other relevant regulator) (A) of any EU Prospectus required under the EU Prospectus Regulation or any other similar documents or notifications as required under other applicable Laws to satisfy any announce and make the Offer and subsequently of (B) the Offer Document (as defined herein), (ii) the publication of the recommendation of the Company Board to the Company Shareholders to accept the Offer and tender their Company Shares to Topco in the Offer (the “Company Recommendation”) simultaneously with the publication of the Offer Document, and (iii) the Company or the Company Board or executive management not having entered into a Company Alternative Proposal, Topco shall procure the publication of the EU Prospectus and the Offer Document and commence the Offer. (b) In the Offer, each Company Share accepted by Topco in accordance with the terms and subject to the conditions of the Offer (including that each Company Shareholder must tender in respect of all, and not just some, Company Shares held by it and excluding any Company Shares subject to a Cash Election) shall be exchanged for newly and validly issued, fully paid and nonassessable Topco Shares on the basis of the Company Exchange Ratio; provided that to the extent that a Company Shareholder makes a Cash Election, it shall receive up to USD 1,000 in cash, payable in DKK (with such amount payable in DKK translated from USD 1,000 at the Exchange Rate on the date two (2) Business Days prior to the publication of the Offer Document) (the “Cash Consideration”), equal to the product of (A) the number of Company Shares subject to the Cash Election, (B) the Company Exchange Ratio and (C) the Parent VWAP; provided, however, that the aggregate Cash Consideration to be paid in the Offer shall not exceed USD 50 million (the “Cash Consideration Cap”) and, to the extent the aggregate Cash Consideration payable to Company Shareholders would exceed the Cash Consideration Cap, the Company Shareholders making a Cash Election shall receive their pro rata portion of cash equal to the Cash Consideration Cap (the Topco Shares and cash payable in the Offer, “Offer Consideration”), subject to the other provisions of this Article III. (c) The Offer shall be made by means of an offer document approved by the DFSA in accordance with the Takeover Order (the “Offer Document”) that is disseminated to holders of Company Shares pursuant to the Takeover Order and contains, to the extent required by the Takeover Order, the terms and conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer Agreement (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cashincluding Exhibit D). The Offer shall not be made, and the Company Shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other Laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by this Agreement. Topco shall take all reasonable endeavours to consummate the Offer, subject to the condition that there terms and conditions hereof (including Exhibit D). The obligation of Topco to accept for exchange or, in the case of the Cash Election Shares, cash purchase (and the obligation of Parent to cause Topco to accept for exchange and cash purchase, as applicable) Company Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to (i) the condition that, prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Company Shares that, upon the consummation of the Offer, together with the Company Shares then beneficially owned by ParentTopco and Parent (if any) (excluding any treasury shares held by the Company and Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been received by the depositary for the Offer pursuant to such procedures), represents would represent at least a majority 80% of the Common then outstanding Company Shares outstanding on a fully-diluted basis and voting rights of the Company immediately after the consummation of the Offer (the "“Minimum Acceptance Condition"”); and (ii) and to the other conditions set forth in Annex I hereto. Exhibit D. (d) Subject to the occurrence of the Parent Merger Subsidiary Closing, Topco expressly reserves the right to waive any of or modify the conditions to the Offer as set forth in clauses (A), (C) to (I) and (K) of Exhibit D, subject to applicable Law, and to make any change in the terms of, or conditions of to, the Offer; provided, provided however, that no change may be made thatnotwithstanding anything to the contrary set forth herein, without the prior written consent of the CompanyCompany in its sole discretion, waives Topco may not (and Parent shall not permit Topco to) (i) waive the Minimum ConditionAcceptance Condition (other than the percentage included therein, which may be lowered by Topco in its sole discretion to not less than 70%) or (ii) make any change in the terms of or conditions to the Offer that (A) changes the form of consideration to be paidpaid in the Offer, decreases (B) reduces the price per Share or the number of Shares sought Offer Consideration to be paid in the Offer (other than in each case an adjustment made pursuant to Section 4.1(i)), (C) extends the Offer, other than in a manner required or imposes conditions permitted by Section 3.1(f), or (D) except as otherwise permitted in this Section 3.1(d), amends or modifies any term of or condition to the Offer in addition to those set forth in Annex I. If all of (including the conditions in Exhibit D) in any manner that has an adverse effect, or would be reasonably likely to have an adverse effect, on the Offer are Company Shareholders that is not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asde minimis.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the public announcement of the execution of this Agreementhereof), Merger Subsidiary the Purchaser shall commence an (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") to purchase (i) for all of the outstanding shares (the "Shares") of common stock, $.01 par value per share (the "Common Shares Stock"), of the Company (including the related Rights (as defined in Section 3.18 of this Agreement)) at a price of $28.00 12.85 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer shall be Price"), subject to the condition that (i) there shall be being validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer, prior to the expiration date of the Offer and not withdrawn, a that number of Shares that, together with the Shares then beneficially owned by Parent, which represents at least a majority seventy-five percent (75%) of the Common Shares outstanding on a fully-fully diluted basis (the "Minimum Condition"), (ii) the receipt by Parent of financing sufficient in amount to enable it and the Purchaser to consummate the Offer and the Merger (as hereinafter defined) and to refinance certain indebtedness for borrowed money of the Company and to pay related fees and expenses (the "Financing Condition") and (iii) the other conditions set forth in Annex I A hereto, and shall consummate the Offer in accordance with its terms. Merger Subsidiary expressly reserves the right As used herein, "fully diluted basis" takes into account issued and outstanding Shares and Shares subject to waive any issuance under outstanding stock options and warrants. The obligations of the conditions Purchaser to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to make any change the Minimum Condition, the Financing Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition, the Financing Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or conditions waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer, provided that no change may be made that, Offer in any manner adverse to the holders of the Shares without the prior written consent of the Company; provided, waives however, that if on the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any initial scheduled expiration date of the Offer, Merger Subsidiary which shall extend be twenty business days after the date the Offer from time is commenced, all conditions to time until such conditions are the Offer shall not have been satisfied or waived, provided that Merger Subsidiary shall not be required the Purchaser may, from time to time, in its sole discretion, extend the expiration date for one or more periods totalling not more than thirty days. Notwithstanding the foregoing, (i) Parent or the Purchaser can waive, in writing, the Minimum Condition without the written consent of the Company in the event that at least 50.1% of the Shares outstanding on a fully diluted basis are validly tendered and not withdrawn on or prior to the expiration of the Offer beyond and (ii) the Purchaser may extend the initial expiration date referred or any extension thereof, as the Purchaser reasonably deems necessary to in Section 10.01(b)(icomply with any legal or regulatory requirements, including but not limited to, the termination or expiration of any applicable waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"). Subject to the foregoing and to The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay forfor Shares tendered as soon as it is legally permitted to do so under applicable law; provided, ashowever, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal more than seventy-five percent (75%) of the outstanding Shares, but less than 90% of the outstanding Shares, the Purchaser may extend the Offer for a period not to exceed twenty business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer. Notwithstanding the foregoing, the Offer may not be extended beyond the date of termination of this Agreement pursuant to Article VII hereof. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). Parent represents and warrants to the Company that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information furnished by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents. The Company represents and warrants to Parent and the Purchaser that the information supplied by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents and Parent represents and warrants to the Company that the information supplied by Parent or the Purchaser to the Company, in writing, expressly for inclusion in the Schedule 14D-9 (as hereinafter defined) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will 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 will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, 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 the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and the Purchaser will provide the Company and its counsel, in writing, with any comments, whether written or oral, Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the public announcement of the execution of this Agreementhereof), Merger Subsidiary the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase (i) for cash all shares of the issued and out standing common stock, par value $.01 per share (referred to herein as either the "Shares" or "Company Common Shares Stock"), of the Company (including the associated Common Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and Harris Trust Company of New York, as Rights Agent, dated as of Septex xxx 11, 1997 (the "Rights Agreement")), at a price of $28.00 17.50 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer shall be Price"), subject to the condition that there shall be being validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer, prior to the expiration date of the Offer and not withdrawn, a that number of Shares thatwhich, together with the Shares then beneficially owned by ParentParent or the Purchaser, represents at least a majority major ity of the Common Shares outstanding on a fully-fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I A hereto. Merger Subsidiary expressly reserves The Purchaser shall, on the right terms and subject to waive any the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay forfor Shares tendered as soon as it is legally permitted to do so under applicable law. The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agree ment, asthe Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with re spect to insignificant changes or amendments) without the written consent of the Company (such consent to be autho rized by the Board of Directors of the Company or a duly authorized committee thereof), PROVIDED, HOWEVER, that if on the initial scheduled expiration date of the Offer (as it may be extended), all conditions to the Offer shall not have been satisfied or waived, the Offer may be extended from the time to time until December 31, 1998. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Com mission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amend ments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collec tively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or neces sary in order to make the statements therein, in light of the circumstances under which they were made, not mis leading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Docu ments. Each of Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to hold ers of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any informa tion provided by it for use in the Offer Documents if and to the extent that it shall have become false and mis leading in any material respect and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and the Purchas er agree to provide the Company and its counsel in writ ing with any comments Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto.

The Offer. (a) Provided that nothing Purchaser shall have occurred that would result in a failure (and Parent shall cause 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 satisfy any purchase all of the conditions set forth in Annex I hereto, Shares at the Offer Price as promptly as practicable after the date hereofreasonably practicable, but in no event later than five U.S. business days following ten (10) Business Days after the initial public announcement of the execution of this Agreement, Merger Subsidiary shall commence an Agreement by joint press release of Parent and the Company pursuant to Section 5.4 (and not by way of a Current Report on Form 8-K that is not deemed to constitute commencement of a tender offer (pursuant to Rule 14d-2(b) under the "Offer") Exchange Act). The obligation of Purchaser to purchase (i) all of the Common accept for payment and pay for Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject only to (x) the satisfaction of the condition that at the expiration of the Offer there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a withdrawn that number of Shares thatwhich, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, represents more than 90% of the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "“Minimum Condition"”), and (y) and to the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex I A hereto. Merger Subsidiary Purchaser expressly reserves the right to waive any of the such conditions to the extent legally permissible, to increase the price per Share payable in the Offer and to make any change other changes in the terms or conditions of the Offer; provided, provided however, that no change may be made that, without the prior written consent of the CompanyCompany which (i) decreases the price per Share payable in the Offer, waives the Minimum Condition, (ii) changes the form of consideration to be paidpaid in the Offer, decreases (iii) reduces the price per Share or the maximum number of Shares sought to be purchased in the Offer or Offer, (iv) imposes conditions to the Offer in addition to those the conditions set forth in Annex I. If A hereto, (v) waives the Minimum Condition so that the percentage of fully diluted Shares required to be tendered pursuant to clause (x) above is 50% or less, or (vi) modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse in any material respect to the holders of Shares; provided, however, that extensions of the expiration date of the Offer shall be at the sole and absolute discretion of the Purchaser and shall in no event be deemed to be adverse to the holders of Shares or require the prior written consent of the Company. (b) If, at the expiration date of the Offer, all of the conditions to the Offer are have been satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the number of Shares validly tendered and not satisfied withdrawn pursuant to the Offer fails to satisfy the Minimum Condition, Purchaser may, in its sole and absolute discretion, but shall not be required to, provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) of at least five but no more than 20 Business Days after Purchaser’s acceptance for payment of the Shares then tendered and not withdrawn pursuant to the Offer, in which event Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares tendered and not withdrawn as of such expiration date. (c) Subject to the terms of this Agreement and the satisfaction or waived on earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any scheduled expiration date of the Offer, Merger Subsidiary Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, (and Parent shall cause it Purchaser to, ) accept for payment and pay forfor all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable Law. On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, asParent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (d) As promptly as practicable on the date of commencement of the Offer pursuant to Section 1.1.(a), Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Purchaser, on the 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 shall be or shall have become false or misleading in any material respect, and Parent and Purchaser shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities laws. 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 Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

The Offer. (a) Provided The Merger Agreement provides that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, Purchaser will commence the Offer as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement execution of the execution of this Merger Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Sharethat, in each case, net to the seller in cash. The Offer shall be subject to the condition satisfaction of the Minimum Condition and the other conditions that there shall be validly tendered are described in accordance with the terms Section 14 — “Conditions of the Offer, prior to ,” the expiration date of Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer as promptly as practicable after the Purchaser is legally permitted to do so. IDEX and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary Purchaser expressly reserves reserved the right to waive any of the conditions to increase the Offer and Price or to make any change other changes in the terms or and conditions of the Offer, provided except that no change may be made that, without the Microfluidics’ prior written consent of approval the CompanyPurchaser is not permitted to (i) decrease the Offer Price, waives the Minimum Condition, changes (ii) change the form of consideration to be paidpayable in the Offer, decreases (iii) reduce the price per Share or the maximum number of Shares sought to be purchased in the Offer or imposes Offer, (iv) impose conditions to the Offer in addition to those set forth described in Annex I. If all Section 14 — “Conditions of the Offer,” (v) amend or waive the Minimum Condition, (vi) amend any of the other conditions and requirements to the Offer described in Section 14 — “Conditions of the Offer” in a manner materially adverse to Microfluidics’ stockholders or (vii) extend the Expiration Date in a manner other than in accordance with the Merger Agreement; provided, however, that if the aggregate amount of Microfluidics’ Expenses related to the transactions contemplated by the Merger Agreement and the other payments described in the Merger Agreement exceeds or is expected to exceed $2,750,000, the Purchaser may decrease the Offer Price in accordance with the terms of the Merger Agreement. The Merger Agreement provides that the Purchaser will extend the Offer: • to the extent required by applicable laws or applicable rules, regulations, interpretations or positions of the SEC; • for one or more periods of up to 20 business days each until March 18, 2011, if at the Expiration Date any of the conditions to the Offer are Offer, other than the Minimum Condition, have not been satisfied or waived on by IDEX and the Purchaser; • at Microfluidics’ request for a period of up to 10 business days, so long as no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics; and • at Microfluidics’ request for a period of three business days, if by the Expiration Date, Microfluidics failed to perform or comply with any scheduled expiration date agreement or covenant contained in the Merger Agreement and did not have at least three business days notice to correct such failure, so long as no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics. After acceptance for payment of Shares in the Offer, Merger Subsidiary shall extend if IDEX, the Offer from time Purchaser and their subsidiaries and affiliates do not hold, in the aggregate, at least 90% of the issued and outstanding Shares so as to time until such conditions are satisfied permit the Purchaser to complete the Short-Form Merger, then the Purchaser may provide a Subsequent Offering Period (and one or waived, provided that Merger Subsidiary shall not be more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Purchaser is required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shallimmediately accept for payment, and Parent shall cause it to, accept for payment and promptly pay for, asall Shares validly tendered in any Subsequent Offering Period. 34

The Offer. (a) Provided that nothing shall have occurred that would result in a failure Subject to satisfy any of the conditions set forth in Annex I heretoof this Agreement, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following after the date of the public announcement of the execution of this Agreement, Merger Subsidiary Sub shall, and Parent shall cause Sub to, commence an offer the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "OfferSEC") ). The obligations of Sub to, and of Parent to purchase (i) all cause Sub to, commence the Offer and accept for payment, and pay for, any shares of the Target Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal Stock tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be are subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary Exhibit A. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the consent of Target, Sub shall not (i) reduce the number of shares of Target Common Stock subject to the Offer, (ii) reduce the price per share of Target Common Stock to be paid pursuant to the Offer, (iii) waive the Minimum Tender Condition, add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Target Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner adverse to the holders of Target Common Stock. Notwithstanding the foregoing, Sub may, without the consent of Target, (A) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase shares of Target Common Stock are not satisfied, 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 SEC or the staff thereof applicable to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in (C) extend the Offer for any reason on one or imposes conditions to more occasions for a period of not more than five business days beyond the Offer in addition to those set forth in Annex I. If latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. Parent and Sub agree that if all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the OfferOffer then, Merger Subsidiary provided that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary Sub shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i)Outside Date. Subject to the foregoing and to On the terms and subject to the conditions of the OfferOffer and this Agreement, Merger Subsidiary Sub shall, and Parent shall cause it Sub to, accept pay for payment all shares of Target Common Stock validly tendered and pay fornot withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, asParent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related 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 supplements or amendments thereto, the "Offer Documents"). Parent and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to Target's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to information supplied by Target or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Sub and Target shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and 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 the Offer Documents as so amended or supplemented to be disseminated to Target's stockholders, in each case as and to the extent required by applicable Federal securities laws. Target and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of Target. Parent and Sub shall provide Target and its counsel in writing with any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to purchase any shares of Target Common Stock that Sub becomes obligated to purchase pursuant to the Offer.

The Offer. The obligation of Merger Subsidiary to, and Buyer to cause Merger Subsidiary to, commence the Offer and accept for payment, and pay for, any and all Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex I hereto and to the terms and conditions of this Agreement; provided, however, that Merger Subsidiary shall not, without the Company's written consent, waive the Minimum Condition (aas defined in Annex I hereto). Merger Subsidiary expressly reserves the right to modify the terms of the Offer; provided that, without the Company's written consent, Merger Subsidiary shall not (i) Provided that nothing shall have occurred that would result reduce the number of Shares which Merger Subsidiary is offering to purchase in a failure the Offer, (ii) reduce the Offer Price, (iii) modify or add to satisfy any of the conditions set forth in Annex I hereto, as promptly as practicable after (iv) change the date hereof, but form of consideration payable in no event later than five U.S. business days following the public announcement Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of the execution of this AgreementShares. Notwithstanding the foregoing, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the if on any scheduled expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority that have been physically tendered and not withdrawn are more than 5O% of the Common Shares outstanding on a fully-fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company on a fully diluted basis, Merger Subsidiary may extend the Offer for up to 10 additional business days from the date that all conditions to the Offer (other than the "Minimum Condition") and to shall first have been satisfied, so long as Merger Subsidiary irrevocably waives the other conditions satisfaction of any condition set forth in Annex I heretoA which relates to the occurrence of a Material Adverse Effect on the Company (as defined in Section 4.1). Further, Merger Subsidiary expressly reserves may extend the right to waive Offer beyond any of the conditions scheduled expiration date up to the Offer and to make any change Outside Termination Date (as defined in Section 10.1) if at the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled initial expiration date of the Offer, Merger Subsidiary shall extend or any extension thereof, the Offer from time conditions in clauses (a) and (b) to time until such conditions Annex I hereto are not satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent Buyer shall cause it Merger Subsidiary to, accept pay, as promptly as practicable after expiration of the Offer, for payment all Shares validly tendered and pay for, asnot withdrawn.

The Offer. (a) Provided that nothing Purchaser shall have occurred that would result in a failure (and Parent shall cause 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 satisfy any purchase all of the conditions set forth in Annex I hereto, Shares at the Offer Price as promptly as practicable after the date hereofreasonably practicable, but in no event later than five U.S. business days following after the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") . The obligation of Purchaser to purchase (i) all of the Common accept for payment and pay for Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject only to (x) the satisfaction of the condition that at the expiration of the Offer there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a withdrawn that number of Shares thatwhich, when taken together with Shares (if any) then owned by Parent or any of its subsidiaries, represents more than 50% of the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding determined on a fully-diluted basis (on a "fully-diluted basis" meaning the number of Shares then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, convertible securities or similar obligations then outstanding) (the "Minimum Condition"), and (y) and to the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex I A hereto. Merger Subsidiary Purchaser expressly reserves the right to waive any of the such conditions to the extent legally permissible (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any change other changes in the terms or conditions of the Offer; provided, provided however, that no change may be made that, without the prior written consent of the CompanyCompany which (i) decreases the price per Share payable in the Offer, waives the Minimum Condition, (ii) changes the form of consideration to be paidpaid in the Offer, decreases (iii) reduces the price per Share or the maximum number of Shares sought to be purchased in the Offer or Offer, (iv) imposes conditions to the Offer in addition to those the conditions set forth in Annex I. If A hereto, (v) waives the Minimum Condition, (vi) modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or (vii) except as provided below, extends the expiration date of the Offer. (b) Notwithstanding the foregoing, Purchaser shall, and Parent shall cause Purchaser to, (i) extend the Offer beyond the initial scheduled expiration date, which shall be 20 business days following the date of commencement of the Offer, or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties' respective rights to terminate this Agreement pursuant to Section 7.1, and (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Any extension of the Offer pursuant to clause (i) of the preceding sentence of this Section 1.1(b) shall, subject to Section 7.1, not exceed the lesser of five business days (or such longer period as the Company and Purchaser may agree in writing in any particular instance) or such fewer number of days that Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied. In addition, if, at the expiration date of the Offer, all of the conditions to the Offer are have been satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the number of Shares validly tendered and not satisfied withdrawn pursuant to the Offer, when taken together with Shares, if any, then owned by Parent and its subsidiaries, constitutes less than 90% of the Shares then outstanding, Purchaser shall (subject to applicable Law) provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) of at least five but no more than 20 business days after Purchaser's acceptance for payment of the Shares then tendered and not withdrawn pursuant to the Offer, in which event Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares tendered and not withdrawn as of such expiration date. (c) Subject to the terms of this Agreement and the satisfaction or waived on earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any scheduled expiration date of the Offer, Merger Subsidiary Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, (and Parent shall cause it Purchaser to, ) accept for payment and pay forfor all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable Law (but in no event later than the next business day after such expiration date of the Offer). On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, asParent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (d) 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 (together with all amendments, supplements and exhibits thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments, supplements and exhibits thereto, the "Offer Documents"). Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Purchaser, on the 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 shall be or shall have become false or misleading in any material respect, and Parent and Purchaser shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities laws. 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 Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with SECTION 8.1 hereof and none of the events set forth in paragraphs (a) - (g) of ANNEX I hereto shall have occurred that would result in a failure and be continuing, the Purchaser shall cause Merger Sub to satisfy any commence (within the meaning of Rule 14d-2 under the conditions set forth in Annex I hereto, Securities Exchange Act of 1934 (the "EXCHANGE ACT")) the Offer as promptly as practicable after the date hereofpracticable, but in no event later than five U.S. business days following June 23, 2000, and, subject to the public announcement conditions of the execution of this AgreementOffer, Merger Subsidiary shall commence an offer (use all commercially reasonable efforts to consummate the "Offer") to purchase (i) all . The obligation of the Common Purchaser to cause Merger Sub to consummate the Offer and to accept for payment any Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant thereto shall be subject to the Common satisfaction of those conditions set forth in ANNEX I. The Purchaser and Merger Sub expressly reserve the right to waive any such condition or to increase the Per Share Price times 326.531 per Preferred Share, in each case, Amount. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by the seller. The Offer shall Company agrees that no Shares held by the Company will be subject tendered pursuant to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis . (the "Minimum Condition"b) and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without Without the prior written consent of the Company, waives Merger Sub shall not, and the Minimum ConditionPurchaser shall cause Merger Sub not to, changes (i) decrease the Per Share Amount or change the form of consideration to be paidpayable in the Offer, decreases the price per Share or (ii) decrease the number of Shares sought sought, (iii) amend or waive satisfaction of the Minimum Condition (as defined in the Offer ANNEX I) or imposes (iv) impose additional conditions to the Offer in addition to those set forth in Annex I. If all or amend any other term of the conditions Offer in any manner adverse to the Offer are not satisfied or waived holders of Shares; provided, however, that if on any scheduled the initial expiration date of the Offer, which shall be 20 Business Days following commencement of the Offer (together with any extensions thereof, if any, the "EXPIRATION DATE"), all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary Sub may extend the Expiration Date for such additional period or periods as it may determine to permit such conditions to be satisfied; provided, further, however, that the Expiration Date may not be extended beyond August 15, 2000, except with the written consent of the Company. In addition, the Purchaser may cause Merger Sub, without the consent of the Company, to elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act. The Purchaser shall cause Merger Sub, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, to accept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the Expiration Date. (c) The Purchaser and Merger Sub agree that if at any scheduled Expiration Date of the Offer, the Competition Laws Condition (as defined in ANNEX I) shall have not been satisfied, Merger Sub shall extend the Offer from time to time until (each such conditions are satisfied extension not to exceed ten Business Days after the previously scheduled expiration date, unless the parties otherwise agree), subject to any right of the Purchaser, Merger Sub or waived, provided that Merger Subsidiary shall not be required the Company to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and terminate this Agreement pursuant to the terms hereof. (d) The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") having only the conditions set forth in ANNEX I hereto. As soon as practicable on the date the Offer is commenced, the Purchaser shall file with the Securities and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asExchange

The Offer. (a) Provided that nothing shall have occurred that would result in a failure Subject to satisfy any the last sentence of the conditions set forth in Annex I heretothis Section 1.1(a), as promptly as practicable after the date hereof, (but in no any event not later than five U.S. business days following Business Days after the public announcement of the execution and delivery of this Agreement), Merger Subsidiary shall Parent will cause Purchaser to commence an offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "OfferExchange Act") )), the Offer whereby Purchaser will offer to purchase (i) for cash all of the Common Shares at a price of $28.00 per Common the Per Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each caseAmount, net to the seller in cash, without interest (subject to reduction for any stock transfer taxes payable by the seller, 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). The obligation of Parent to cause Purchaser to consummate the Offer shall 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"). (b) Without the prior written consent of the Company, Purchaser will not, and Parent will not cause Purchaser to, (i) decrease or change the form of the Per Share Amount, (ii) decrease the number of Shares sought in the Offer, (iii) amend or waive the Minimum Condition (as defined in Annex A hereto) or impose conditions other than the Offer Conditions on the Offer, or (iv) extend the expiration date of the Offer (the "Expiration Date") except (A) as required by Law, (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, without the consent of the Company, extend the Expiration Date for such period as it may determine to be appropriate (but not beyond the Outside Date), or amend any term of the Offer in any manner not materially adverse to the condition Stockholders, and (C) that, in the event that there shall be at least 90% of the Voting Securities, calculated on a fully diluted basis, have not been validly tendered and not withdrawn, Purchaser may, in its sole discretion, without the consent of the Company, extend the Expiration Date for an aggregate of ten additional Business Days to permit such condition to be satisfied; provided, however, that (x) subject to applicable legal requirements, Parent may cause Purchaser to waive any Offer Condition, other than the Minimum Condition, in Parent's sole discretion and (y) the Offer may be extended 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 Securities and Exchange Commission (the "SEC"). Except as set forth above and subject to applicable legal requirements, Purchaser may amend the Offer or waive any Offer Condition in its sole discretion. Assuming the prior satisfaction or waiver of the Offer Conditions, Parent will cause Purchaser to accept for payment, and pay for, in accordance with the terms of the Offer, prior to the expiration date of the Offer all Shares validly tendered and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions withdrawn pursuant to the Offer and to make as soon as practicable after the Expiration Date or any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asextension thereof.

The Offer. The obligation of Merger Subsidiary to, and Buyer to cause Merger Subsidiary to, commence the Offer and accept for payment, and pay for, any and all Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex I hereto and to the terms and conditions of this Agreement; provided, however, that Merger Subsidiary shall not, without the Company's written consent, waive the Minimum Condition (aas defined in Annex I hereto). Merger Subsidiary expressly reserves the right to modify the terms of the Offer; provided that, without the Company's written consent, Merger Subsidiary shall not (i) Provided that nothing shall have occurred that would result reduce the number of Shares which Merger Subsidiary is offering to purchase in a failure the Offer, (ii) reduce the Offer Price, (iii) modify or add to satisfy any of the conditions set forth in Annex I hereto, as promptly as practicable after (iv) change the date hereof, but form of consideration payable in no event later than five U.S. business days following the public announcement Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of the execution of this AgreementShares. Notwithstanding the foregoing, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the if on any scheduled expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority that have been physically tendered and not withdrawn are more than 50% of the Common Shares outstanding on a fully-fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company on a fully diluted basis, Merger Subsidiary may extend the Offer for up to 10 additional business days from the date that all conditions to the Offer (other than the "Minimum Condition") and to shall first have been satisfied, so long as Merger Subsidiary irrevocably waives the other conditions satisfaction of any condition set forth in Annex I heretoA which relates to the 1 6 occurrence of a Material Adverse Effect on the Company (as defined in Section 4.1). Further, Merger Subsidiary expressly reserves may extend the right to waive Offer beyond any of the conditions scheduled expiration date up to the Offer and to make any change Outside Termination Date (as defined in Section 10.1) if at the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled initial expiration date of the Offer, Merger Subsidiary shall extend or any extension thereof, the Offer from time conditions in clauses (a) and (b) to time until such conditions Annex I hereto are not satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent Buyer shall cause it Merger Subsidiary to, accept pay, as promptly as practicable after expiration of the Offer, for payment all Shares validly tendered and pay for, asnot withdrawn.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section and no event shall have occurred that and no circumstance shall exist which would result in a failure the occurrence of any of the events set forth in Annex A hereto (the "COMMENCEMENT CONDITIONS"), Purchaser shall, in accordance with the applicable provisions of the Dutch Merger Code and the rules and regulations of the Amsterdam Stock Exchange (the "ASE") and otherwise in accordance with applicable Law (as defined in Section 7.11(d)), commence the Offer not later than the fifth Business Day (as defined in Section 7.11(a)) (the "COMMENCEMENT DATE") after the Registration Statement (as defined in Section ) is declared effective pursuant to satisfy any the Securities Act of 1933, as amended (the "SECURITIES ACT"), by the Securities and Exchange Commission (the "SEC"). The obligation of Purchaser to accept for payment Company Shares properly tendered pursuant to the Offer (the "TENDERED SHARES") shall be subject only to the satisfaction or waiver by Purchaser of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer B hereto (the "OfferOFFER CONDITIONS") to purchase (i) all of ). Purchaser expressly reserves the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Shareright, in each case, net to the seller in cash. The Offer shall be its sole discretion (subject to the condition that there shall be validly tendered Section 6.2(b)), to waive any Commencement Condition or Offer Condition and make any other changes in accordance with the terms of the Offer, prior to the expiration date and conditions of the Offer and (or to extend the Offer beyond a scheduled Expiration Date (as defined in Section 1.3) if any Offer Conditions shall not withdrawnbe satisfied); provided, a number of Shares that, together with unless previously approved by the Shares then beneficially owned by ParentCompany and Stockholder in writing, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives which increases the Minimum ConditionCondition (as defined in Annex B hereto), decreases the price per share payable in the Offer, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer (other than by adding consideration), reduces the maximum number of Company Shares to be purchased in the Offer, or amends the terms of the Offer or Offer Conditions or imposes conditions or terms to the Offer in addition to those set forth herein which, in Annex I. If all any such case, are adverse to holders of the conditions Company Shares or make the likelihood of the Offer succeeding more remote in any material respect. Purchaser agrees that, in the event that it is unable to consummate the Offer on the initial scheduled Expiration Date due to the Offer are not satisfied or waived on any scheduled expiration date failure of the Offer, Merger Subsidiary shall extend the Offer from time Conditions to time until such conditions are be satisfied or waived, provided that Merger Subsidiary shall not be required it shall, unless this Agreement is terminated pursuant to Section , extend the Offer beyond and set a subsequent scheduled Expiration Date, and shall continue to so extend the Offer and set subsequent scheduled Expiration Dates, until the Termination Date (as defined in Section 7.11(j)). Purchaser agrees that (i) the initial scheduled Expiration Date of the Offer shall be not later than the earlier of (x) 60 Business Days following the Commencement Date and (y) the date referred on which Purchaser reasonably believes that all Offer Conditions (other than the Minimum Condition) will be satisfied or waived (which date may not be fewer than 20 Business Days following the Commencement Date) and (ii) each subsequent scheduled Expiration Date shall be not later than the earlier of (x) 20 Business Days following the previous scheduled Expiration Date, (y) the date on which Purchaser reasonably believes that all Offer Conditions (other than the Minimum Condition) will be satisfied or waived and (z) the Termination Date. To the maximum extent permitted by the Laws of The Netherlands ("DUTCH LAW"), including the Dutch Merger Code, and by the rules and regulations of the ASE, it is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to 10 3 any such condition (except for any action or inaction by Purchaser constituting a breach of this Agreement) and, except as provided in Section 10.01(b)(i6.2(b), may be waived by Purchaser, in whole or in part, at any time and from time to time, in its sole discretion. Subject Purchaser may, at any time, transfer or assign to one or more Subsidiaries of Purchaser (organized or incorporated under the foregoing and to Laws of Canada, the terms and conditions United States, The Netherlands or any other jurisdiction, provided, that such other jurisdiction would not impose a withholding tax on the payment of the OfferOffer Consideration (as defined in Section 1.2)) the right to purchase all or any portion of the Tendered Shares, Merger Subsidiary shall, and Parent but any such transfer or assignment shall cause it to, accept not relieve Purchaser of its obligations under the Offer or prejudice the rights of tendering shareholders to receive payment for payment and pay for, asthe Tendered Shares accepted for payment.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, of this Agreement (but in no event later more than five U.S. business days following ten (10) Business Days thereafter (subject to the public announcement of the execution of Company having timely complied with its obligations pursuant to this AgreementArticle I)), Merger Subsidiary Sub shall (and Parent shall cause Merger Sub to) commence an offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "“Exchange Act”)) the Offer". (b) The obligation of Merger Sub to purchase (iand of Parent to cause Merger Sub to) all accept for payment and pay for any shares of the Company Common Shares at a price of $28.00 per Common Share ("Common Share Price") Stock validly tendered and (ii) all of the Preferred Shares at a price equal not validly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that to: (i) there shall be being validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a validly withdrawn immediately prior to any then scheduled Expiration Time that number of Shares thatshares of Company Common Stock which, together with the Shares then shares beneficially owned by ParentParent or Merger Sub (if any), represents at least a majority of the Company Common Shares Stock then outstanding (determined on a fully-fully diluted basis (which assumes conversion or exercise of all options and other convertible or derivative securities regardless of the "conversion or exercise price, the vesting schedule or other terms and conditions thereof), and excluding 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) (the “Minimum Condition"”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). (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. The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub expressly reserve the right to waive, in whole or in part, any Offer Condition in their sole and absolute discretion at any time and from time to time, including to increase the Offer Price and to make any other changes in the other terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any stockholders of the right to waive Company, (v) except as otherwise provided in this Section 1.1, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the conditions terms of the Offer in a manner adverse in any material respect to any stockholders of the Company. (d) The Offer shall expire at midnight (New York time) at the end of the date that is twenty (20) Business Days (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the 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”). (e) Merger Sub (i) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer and (ii) shall (subject to make any change Parent’s right to terminate this Agreement pursuant to Article VIII), in the event that the Offer Conditions are not satisfied or waived (if permitted hereunder) as of any Expiration Time, extend the Offer for successive extension periods of at least two (2) but not more than ten (10) Business Days per extension (or any longer period as may be approved in advance by the Company, but otherwise with the length of any such extension to be determined by Parent in its sole and absolute discretion) in order to allow additional time for the Offer Conditions to be satisfied; provided, however, that in no event shall Merger Sub be required to extend the Offer (A) beyond the first Business Day immediately prior to the January 2, 2018 (the “End Date”), (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article VIII, (C) following the valid termination of this Agreement pursuant to Article VIII or (D) beyond the fortieth (40th) Business Day following the Initial Expiration Time if, as of such time, each of the Offer Conditions set forth on Exhibit A is satisfied or has been waived but the Minimum Condition is not satisfied at such time. (f) On the terms or and subject to the conditions of this Agreement, and subject to the Offerprior satisfaction of the Minimum Condition and the satisfaction, provided that no change or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.6) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be made thatextended and re-extended in accordance with this Section 1.1), provided, however, that without the prior written consent of the Company, waives Merger Sub shall not accept for payment or pay for any shares of Company Common Stock if, as a result, Merger Sub would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Condition, changes the form . Closing of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions and acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in addition this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to those set forth in Annex I. If all this Agreement as the “Offer Closing Date”. Nothing contained in this Section 1.1 shall affect any termination rights in Article VIII. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the conditions Company, except in the event that this Agreement is terminated pursuant to Article VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the Offer are not satisfied or waived acceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on any scheduled expiration behalf of Merger Sub to return, all tendered Company Common Stock to the registered holders thereof. (h) On the date of the commencement of the Offer, Parent and Merger Subsidiary Sub shall extend file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer from time to time until such conditions are satisfied or waived(together with all amendments, provided that Merger Subsidiary supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall not be required to extend include, as exhibits, the Offer beyond to Purchase and a form of letter of transmittal and summary advertisement (such Schedule TO and the date referred documents included therein pursuant to in Section 10.01(b)(iwhich the Offer will be made, together with any amendments and supplements thereto, the “Offer Documents”). Subject The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act or other applicable Law to be set forth in the Offer Documents or as may be reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the foregoing stockholders of the Company, in each case as and to the terms extent required by the Exchange Act. Parent and conditions Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the stockholders of the OfferCompany, in each case as and to the extent required by the Exchange Act. Parent and Merger Subsidiary shallSub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause it toto be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment payment, and pay for, aspursuant to the Offer.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 8.1 hereof and none of the events set forth in ----------- paragraphs (a) - (g) of Annex I hereto shall have occurred and be continuing, ------- the Purchaser shall cause Merger Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act")) the Offer as promptly as practicable, but in no event later than June 23, 2000, and, subject to the conditions of the Offer, shall use all commercially reasonable efforts to consummate the Offer. The obligation of the Purchaser to cause Merger Sub to consummate the Offer and to accept for payment any Shares tendered pursuant thereto shall be subject to the satisfaction of those conditions set forth in Annex I. The Purchaser and Merger Sub expressly reserve the right to ------- waive any such condition or to increase the Per Share Amount. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by the seller. The Company agrees that would result no Shares held by the Company will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Merger Sub shall not, and the Purchaser shall cause Merger Sub not to, (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I) or (iv) impose additional conditions ------- to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares; provided, however, that if on the initial expiration date of -------- ------- the Offer, which shall be 20 Business Days following commencement of the Offer (together with any extensions thereof, if any, the "Expiration Date"), all conditions to the Offer shall not have been satisfied or waived, Merger Sub may extend the Expiration Date for such additional period or periods as it may determine to permit such conditions to be satisfied; provided, further, -------- ------- however, that the Expiration Date may not be extended beyond August 15, 2000, ------- except with the written consent of the Company. In addition, the Purchaser may cause Merger Sub, without the consent of the Company, to elect to provide a failure subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act. The Purchaser shall cause Merger Sub, on the terms and subject to satisfy the prior satisfaction or waiver of the conditions of the Offer, to accept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the Expiration Date. (c) The Purchaser and Merger Sub agree that if at any scheduled Expiration Date of the Offer, the Competition Laws Condition (as defined in Annex I) shall have not been satisfied, Merger Sub shall extend the Offer from ------- time to time (each such extension not to exceed ten Business Days after the previously scheduled expiration date, unless the parties otherwise agree), subject to any right of the Purchaser, Merger Sub or the Company to terminate this Agreement pursuant to the terms hereof. (d) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto, as promptly . As ------- soon as practicable after on the date hereofthe Offer is commenced, but in no event later than five U.S. business days following the public announcement of Purchaser shall file with the execution of this Agreement, Merger Subsidiary shall commence an offer Securities and Exchange Commission (the "OfferSEC") a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to purchase the Offer that will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, such Schedule TO and all applicable federal securities laws, and will contain (iincluding as an exhibit) all or incorporate by reference the Offer to Purchase and forms of the Common Shares at a price related letter of $28.00 per Common Share transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form that is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Common Share PriceOffer Documents") and (ii) all ). Each of the Preferred Shares at a price equal Purchaser, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the Common Share Price times 326.531 per Preferred Shareextent that it shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Purchaser and Merger Sub further agree to take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") case as and to the other conditions set forth in Annex I heretoextent required by applicable federal securities laws. Merger Subsidiary expressly reserves the right The Company and its counsel shall be given a reasonable opportunity to waive any of the conditions to the Offer review and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived comment on any scheduled expiration date of Offer Documents before they are filed with the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asSEC.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any of the conditions set forth in Annex I heretoaccordance with Article VIII, as promptly as practicable after the date hereof, but and in no any event later than five U.S. business days following on or prior to September 30, 2015, Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the public announcement meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash all issued outstanding shares of Company Common Stock at the Offer Price. The consummation of the execution Offer, and the obligation of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") Sub to purchase (i) all accept for payment and pay for shares of the Company Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal Stock tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that solely to: (i) there shall be being validly tendered in accordance with the terms of Offer (in the Offer, aggregate) and not properly withdrawn prior to the expiration date of the Offer and not withdrawn, a Expiration Date that number of Shares thatshares of Company Common Stock which, together with the Shares number of shares of Company Common Stock (if any) then beneficially owned of record by ParentParent or any of its wholly-owned direct or indirect Subsidiaries, including Merger Sub, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including Merger Sub, otherwise has, directly or indirectly, voting power, represents at least a majority of the shares of Company Common Shares Stock then outstanding (determined on a fully-diluted basis Fully Diluted Basis) (the "“Minimum Condition"”); and (ii) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex A (such conditions and requirements, together with the Minimum Condition, the “Offer Conditions”). The Offer Conditions are for the sole benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to such condition or may be waived by Merger Sub, in its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. For purposes of clarity, Merger Sub may not waive the Minimum Condition. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other Offer Conditions as of the Expiration Date, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer promptly after the Expiration Date. Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in Annex I heretothis Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other Offer Conditions. To the extent permitted by applicable Law, Merger Subsidiary Sub expressly reserves the right (in its sole discretion) to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of shares of Company Common Stock sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other Offer Conditions in a manner adverse to the holders of shares of Company Common Stock, (vi) impose conditions to the Offer that are in addition to the Offer Conditions, (vii) except as provided in Section 1.1(e), terminate, accelerate, extend or otherwise modify or amend the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of shares of Company Common Stock. For the avoidance of doubt, in no event shall any waiver by Parent or Merger Sub of any condition to the Offer (other than the Minimum Condition) in accordance with the terms of this Agreement be deemed to be a modification or amendment of the Offer that is adverse to the holders of shares of Company Common Stock. (d) Unless extended in accordance with Section 1.1(e), the Offer shall expire at 12:00 midnight (New York City time) at the end of the day that is 20 Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with Section 1.1(e), the date and time to make 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 in accordance with this Agreement, the “Expiration Date”). (e) If at any change then scheduled Expiration Date, any of the Offer Conditions (including the Minimum Condition) have not been satisfied, or waived (to the extent permitted by the terms of this Agreement and applicable Law) by Merger Sub, unless Merger Sub shall have terminated the Offer pursuant to Section 1.1(i), Merger Sub shall extend the Offer for successive periods of up to 20 Business Days each, the length of each such period to be determined by Merger Sub in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend, and shall not extend without the consent of the Company, the Offer beyond the End Date if any condition to the Offer has not been satisfied at or prior to the End Date. In addition, notwithstanding anything to the contrary in the prior sentence, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission (the “SEC”) or its staff. (f) If necessary to obtain sufficient shares of Company Common Stock to reach the Short Form Threshold after the Expiration Date (assuming full exercise of the Top-Up Option), Merger Sub shall provide for one “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, as determined in the sole discretion of Parent and Merger Sub, of not less than three or more than 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act). Subject to the terms or and conditions of this Agreement and the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) immediately accept for payment, and pay for, all shares of Company Common Stock that are validly tendered pursuant to the Offer during each such “subsequent offering period.” Without limiting the generality of the foregoing, Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that no change may be made thatMerger Sub becomes obligated to purchase during such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f) and Rule 14d-11 under the Exchange Act. (g) Subject to Section 1.1(i), Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, waives except if this Agreement has been terminated in accordance with Article VIII. If this Agreement is terminated in accordance with Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one Business Day of such termination), irrevocably and unconditionally terminate the Minimum ConditionOffer. If the Offer is terminated or withdrawn by Merger Sub, changes or this Agreement is terminated prior to the form purchase of consideration to be paid, decreases the price per Share or the number shares of Shares sought Company Common Stock in the Offer or imposes conditions Offer, including pursuant to Section 1.1(i), Merger Sub shall (and Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the Offer in addition registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any shares of Company Common Stock pursuant to those set forth in Annex I. If all the Offer. (h) As soon as practicable on the date of the conditions to the Offer are not satisfied or waived on any scheduled expiration date commencement of the Offer, Parent and Merger Subsidiary Sub shall extend file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Merger Sub may, but shall not be required to, provide guaranteed delivery procedures for the tender of shares of Company Common Stock in the Offer; provided, however, if Merger Sub provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Merger Sub shall include for purposes of its determination thereof shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures if and only if shares of Company Common Stock have been delivered pursuant to such guarantees as of the Expiration Date. Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by Law, including the Exchange Act. Parent and Merger Sub shall cause the Schedule TO and the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other Party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Company Common Stock, in each case, as and to the extent required by Law, including the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time until from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such conditions are satisfied comments, and any written or waivedoral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, provided that Merger Subsidiary deletions or changes suggested thereto by the Company and its counsel. (i) If any Offer Condition shall not be required have been satisfied or, to extend the extent waivable by Parent or Merger Sub, waived prior to November 2, 2015, then Merger Sub may at any time prior to November 13, 2015, irrevocably and unconditionally terminate the Offer. If the Offer beyond is terminated pursuant to this Section 1.1(i), the date Company shall proceed with and take all actions necessary to hold the Company Stockholders Meeting in accordance with the terms of Section 6.5. The termination of the Offer pursuant to this Section 1.1(i) is referred to in Section 10.01(b)(i)this Agreement as the “Offer Termination”. Subject Notwithstanding anything to the foregoing contrary in this Section 1.1(i), if this Agreement is terminated pursuant to Article VIII, then Merger Sub shall promptly (and, in any event, within two Business Days of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any shares of Company Common Stock pursuant to the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, including this Section 1.1(i), or this Agreement is terminated in accordance with Article VIII, Merger Sub shall promptly return, and conditions shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof to the extent required by the terms of the Offer. The Parties hereto acknowledge and agree that the Offer Termination shall not give rise to a right of termination of this Agreement unless to the extent expressly provided for in Article VIII and that, Merger Subsidiary shallabsent such termination of this Agreement, and Parent the obligations of the Parties other than those related to the Offer shall cause it tocontinue to remain in effect, accept for payment and pay for, asincluding those obligations with respect to the Merger.

The Offer. (a) Provided that nothing As promptly as practicable after the date of this Agreement but in no event later than April 26, 2021, Merger Sub shall have occurred that would result in a failure (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) In accordance with the terms and conditions of this Agreement, and subject only to satisfy any the satisfaction or waiver (to the extent such waiver is permitted by applicable Law) of the conditions set forth in Annex I hereto(collectively, the “Offer Conditions”), Merger Sub shall (and Parent shall cause Merger Sub to), at or as promptly as practicable after following the date hereofExpiration Time, irrevocably accept for payment (the time of acceptance for payment, the “Offer Acceptance Time”) and, at or as promptly as practicable following the Offer Acceptance Time (but in no any event later than five U.S. business days following within two Business Days (calculated as set forth in Rule 14d-1(g)(3) under the public announcement of Exchange Act) thereafter) pay for all Shares validly tendered and not properly withdrawn pursuant to the execution of this AgreementOffer. Parent shall provide or cause to be provided to Merger Sub, Merger Subsidiary shall commence an offer (at the "Offer") Offer Acceptance Time and on a timely basis at all times thereafter, the funds necessary to purchase (i) all of the Common any Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal that Merger Sub becomes obligated to purchase pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. Offer. (c) The Offer shall be subject made by means of an offer to purchase (the condition that there shall be validly tendered “Offer to Purchase”) 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I heretothis Agreement and subject only to the Minimum Condition and the other Offer Conditions. Merger Subsidiary Sub expressly reserves the right to (i) increase the Offer Price, (ii) waive any of Offer Condition other than the conditions Minimum Condition and (iii) make any other changes to the Offer terms and to make any change in the terms or conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, provided that no change may be made however, that, without the prior written consent of the Company, waives Merger Sub shall not, and Parent shall cause Merger Sub not to, (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose any conditions to the Offer other than the Offer Conditions, (E) amend, modify or supplement any of the Offer Conditions in a manner that makes such Offer Condition more difficult to satisfy, (F) amend, modify or waive the Minimum Condition, changes (G) except as otherwise required or expressly permitted by Section 2.01(e), extend or otherwise change the form Expiration Time, (H) provide for any “subsequent offering period” within the meaning of consideration to be paidRule 14d-11 under the Exchange Act, decreases or (I) otherwise amend, modify or supplement any of the price per Share or the number other terms of Shares sought in the Offer or imposes conditions to the Offer in addition a manner adverse to those set forth the holders of Shares. The Offer may not be terminated prior to its scheduled Expiration Time, unless this Agreement is terminated in Annex I. If all accordance with Article VIII. (d) The Offer shall expire at midnight (New York time) (i.e., one minute after 11:59 p.m. (New York time)) on the date that is 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the conditions to the Offer are not satisfied or waived on any scheduled (such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and in accordance with Section 2.01(e), the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). (e) Merger Subsidiary Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time until such conditions are as follows: (i) If, at the then-scheduled Expiration Time, any of the Offer Conditions has not been satisfied or waivedwaived by Parent and Merger Sub (to the extent such waiver is permitted under this Agreement and applicable Law), provided that then Merger Subsidiary Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of up to 5 Business Days (or such longer period with the prior consent of the Company (not to be unreasonably withheld, conditioned or delayed)) each (each such increment to end at 5:00 p.m., New York time, on the last Business Day of such increment) in order to permit the satisfaction of such Offer Condition(s); and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or NASDAQ or its staff; provided, however, that, in each case, in no event shall Merger Sub be required to or, without the prior consent of the Company (not to be unreasonably withheld, conditioned or delayed), be permitted to extend the Offer beyond the date referred earliest to in Section 10.01(b)(ioccur of (x) the termination of this Agreement pursuant to Article VIII and (y) the End Date. (f) The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Shares). Subject , reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the foregoing Shares occurring on or after the date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 2.01(f) shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement (g) In the event that this Agreement is terminated in accordance with Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) as promptly as practicable (and in any event within 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 Parent or Merger Subsidiary shallSub 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 Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (the Schedule TO, together with all documents included therein pursuant to which the Offer will be made, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares. 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 that such information shall have become false or misleading in any material respect, and Parent shall use reasonable efforts to promptly cause it tothe Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of Shares, accept in each case as and to the extent required by applicable Law. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub or Parent’s counsel any information concerning the Company and the Company’s Subsidiaries that is required by the Exchange Act or advisable to be set forth in the Offer Documents. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub agree to provide the Company and its counsel with any comments (including a summary of any oral comments) that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the Offer Documents and shall respond promptly to any such comments. (i) Parent, Merger Sub and the Paying Agent with respect to the Offer shall be entitled to deduct and withhold from the Offer Price payable pursuant to the Offer such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, the U.S. Treasury Regulations promulgated thereunder, or any provision of state, local or non-U.S. Tax Law. To the extent amounts are so withheld and paid over to the appropriate Taxing Authority, the withheld amounts shall be treated for payment all purposes of this Agreement as having been paid to the person in respect of which such deduction and pay for, aswithholding was made.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as reasonably practicable (and in any event within fifteen (15) Business Days after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary as such period may be extended by Parent and the Purchaser if and to the extent the Company fails to satisfy its obligations pursuant to the Section 1.1(g)(iv)), the Purchaser shall commence an offer (commence, within the "Offer") meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase (i) all of the Common outstanding Shares for cash at a price of $28.00 per Common Share ("Common Share the Offer Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms consummation of the Offer, prior and the obligation of the Purchaser to accept for payment and pay for Shares tendered pursuant to the expiration date Offer (and any obligation of Parent to cause Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer), shall be subject to: (i) there being validly tendered in the Offer and not withdrawn, a properly withdrawn prior to the Expiration Date that number of Shares thatwhich, together with the number of Shares (if any) then beneficially owned by ParentParent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, represents at least a majority of the Common Shares then outstanding (determined on a fully-fully diluted basis basis) and no less than a majority of the voting power of the shares of capital stock of the Company Table of Contents then outstanding (determined on a fully diluted basis) and entitled to vote upon the "adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition"”) and (ii) the satisfaction, or waiver by the Purchaser (to the extent permitted in Annex I), of each of the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those requirements set forth in Annex I. If all of Subject to Annex I, the conditions and requirements to the Offer set forth in this Section 1.1 and Annex I are not satisfied or waived on any scheduled expiration date for the sole benefit of the OfferPurchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, Merger Subsidiary shall extend the Offer in its sole discretion, in whole or in part at any time and from time to time until time. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser (to the extent permitted by Annex I), of each of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, upon the first Expiration Date (as it may be extended in accordance with Section 1.1(e)) upon which such conditions are satisfied or waived, provided that Merger Subsidiary cause the Acceptance Time to occur, and the Purchaser shall, and the Parent shall cause the Purchaser to, pay for all Shares validly tendered and not be required properly withdrawn pursuant to extend the Offer beyond as promptly as practicable (and in any event not more than three (3) Business Days) following the date referred to Acceptance Time. The Offer Price payable in Section 10.01(b)(i). Subject respect of each Share validly tendered and not properly withdrawn pursuant to the foregoing Offer shall be paid, without interest, subject to any applicable withholding taxes. To the extent any such amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, Merger Subsidiary shallhowever, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, which approval may be withheld in Company’s sole discretion, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (other than adding consideration), (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition or the condition set forth in clause (b) of Annex I, (v) impose any condition or requirement on the Offer other than those set forth in Annex I, (vi) except as provided in Section 1.1(e), extend the Offer or (vii) otherwise amend the Offer in any manner that is adverse to the holder of Shares. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and Parent such adjustment to the Offer Price shall cause it toprovide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided, accept for payment and pay for, asthat nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is not permitted by the terms of this Agreement.

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with SECTION 11.01 and none of the events set forth in ANNEX I hereto shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I heretoand be continuing, as promptly as practicable after the date hereofpracticable, but in no event later than five U.S. three business days following days, after the public announcement of date hereof, Parent shall cause Merger Co. to, and Merger Co. shall, file with the execution of this AgreementSEC, Merger Subsidiary shall commence to the extent required by the Exchange Act, an offer amended Form TO (the "OfferFORM TO/A"), an amended Offer to Purchase (the "AMENDED OFFER TO PURCHASE") and, if necessary, the related letter of transmittal and any related summary advertisement (the Form TO/A, the Amended Offer to Purchase and such other documents, together with all amendments and supplements thereto, the "OFFER DOCUMENTS") to purchase (i) all reflect, among other things, an increase in the per share price to be paid in the Offer to $30.00 and, if necessary, an extension of the currently scheduled expiration date to allow the Offer to remain open for ten business days from the date of such increase. The obligation of Merger Co. to consummate the Offer and to accept for payment and to pay for shares of Company Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal Stock tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares shares that, together with the Shares shares of Company Common Stock then beneficially owned by ParentParent and/or Merger Co., represents at least a majority 50.1% of the shares of Company Common Shares Stock outstanding on a fully-diluted basis (the "Minimum ConditionMINIMUM CONDITION") and to (ii) the other conditions set forth in Annex ANNEX I hereto. Merger Subsidiary Co. expressly reserves the right to waive any of such condition (other than the conditions to the Offer and to make any change in the terms or conditions of the OfferMinimum Condition, provided that no change may which shall not be made that, waived without the prior written consent of the Company) or the condition relating to the expiration of the HSR Act and to increase the Per Share of Company Common Stock Amount. Notwithstanding the foregoing, waives no change may be made which (i) decreases the Minimum ConditionPer Share of Company Common Stock Amount, (ii) changes the form of consideration to be paidpaid in the Offer, decreases (iii) increases the price per Share Maximum Amount or the Minimum Condition, (iv) reduces the number of Shares shares of Company Common Stock sought to be purchased in the Offer or Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex I. If all ANNEX I hereto, (vi) except as specifically provided for in this SECTION 2.01(a), extends the expiration date of the conditions Offer or (vii) otherwise alters or amends any term of the Offer in any manner adverse to the holders of shares of Company Common Stock; provided, however, that the Offer are may be extended for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Parent and Merger Co. shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, subject to the terms and conditions of this Agreement, including but not satisfied or waived on any scheduled expiration date limited to the conditions of the Offer, Merger Subsidiary Co. shall and Parent shall cause Merger Co. to, accept for payment and pay for shares of Company Common Stock tendered pursuant to the Offer as soon as practicable after expiration thereof. Unless this Agreement has been terminated pursuant to SECTION 11.01 and subject to SECTION 2.01(d), Merger Co. shall extend the Offer from time to time until such in the event that, at a then-scheduled expiration date, all of the conditions are to the Offer have not been satisfied or waivedwaived as permitted pursuant to this Agreement, provided each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Merger Subsidiary Co. reasonably believes are necessary to cause the conditions to the Offer to be satisfied. Except as provided in SECTION 2.01(d) or 2.01(f), Merger Co. shall not terminate the Offer without purchasing shares of Company Common Stock pursuant to the Offer. If at the expiration of the Offer a number of shares of Company Common Stock has been validly tendered and not withdrawn that, together with the shares of Company Common Stock then owned by Parent and/or Merger Co., exceeds the Maximum Amount, the number of shares of Company Common Stock to be purchased by Merger Co. pursuant to the Offer shall be prorated in accordance with Rule 14d-8 promulgated under the Exchange Act, so that the number of shares of Company Common Stock purchased by Merger Co. pursuant to the Offer, together with the shares of Company Common Stock then owned by Parent and Merger Co., will represent 50.1% of the shares of Company Common Stock outstanding. (b) Provided that this Agreement shall not have been terminated in accordance with SECTION 11.01 and none of the events set forth in ANNEX II hereto shall have occurred and be continuing, as promptly as practicable after the date hereof, Parent shall cause Merger Co. to, and Merger Co. shall (i) commence the Exchange Offer pursuant to which Merger Co. shall offer to issue a number of duly authorized, validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Offer Ratio (as defined below) for each then issued and outstanding share of Company Common Stock (other than shares of Company Common Stock then owned by Parent or Merger Co.), (ii) file with the SEC, to the extent required by the Exchange Act, a Form TO (the "EXCHANGE FORM TO"), an Offer to Exchange (the "OFFER TO EXCHANGE") and the related letter of transmittal and any related summary advertisement (the Exchange Form TO, the Offer to Exchange and such other documents, together with all amendments and supplements thereto, the "EXCHANGE OFFER DOCUMENTS") and (iii) file with the SEC a Registration Statement on Form S-4 (the "EXCHANGE FORM S-4") to register under the Securities Act the securities to be issued in the Exchange Offer. The obligation of Merger Co. to consummate the Exchange Offer and to issue shares of Parent Common Stock in exchange for shares of Company Common Stock tendered pursuant to the Exchange Offer shall be subject only to the conditions set forth in ANNEX II hereto. Merger Co. expressly reserves the right to waive any such condition (other than the condition that at least five business days have elapsed since the acceptance for payment and payment for a number of shares of Company Common Stock pursuant to the Offer representing, together with shares of Company Common Stock previously owned by Parent, at least 50.1% of the issued and outstanding shares of Company Common Stock and the subsequent delivery of shares of Company Common Stock not purchased in the Offer to the Depositary under the Exchange Offer, which condition shall not be required waived without the prior written consent of the Company) and to extend increase the Exchange Offer beyond Ratio. Notwithstanding the date referred foregoing, no change may be made which (i) decreases, or would have the effect of decreasing, the Exchange Offer Ratio, (ii) changes the form of consideration to be paid in Section 10.01(b)(i). Subject the Exchange Offer, (iii) reduces the number of shares of Company Common Stock sought to be purchased in the Exchange Offer, (iv) imposes conditions to the foregoing Exchange Offer in addition to those set forth in ANNEX II hereto, (v) extends the expiration date of the Exchange Offer or (vi) otherwise alters or amends any term of the Exchange Offer in any manner adverse to the holders of shares of Company Common Stock; provided, however, that the Exchange Offer may be extended (x) for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Exchange Offer or (y) if the number of shares of Company Common Stock validly tendered in accordance with the Exchange Offer, together with shares of Company Common Stock owned by Parent as of such date, is less than 90% of the outstanding shares of Company Common Stock, as of the scheduled or extended expiration date. Parent and Merger Co. shall comply with the obligations respecting prompt delivery of shares of Parent Common Stock and announcement under the Exchange Act, and, without limiting the generality of the foregoing, subject to the terms and conditions of this Agreement, including but not limited to the conditions of the Exchange Offer, Merger Subsidiary shall, Co. shall and Parent shall cause it Merger Co. to, accept for payment exchange and pay forissue shares of Parent Common Stock in exchange for shares of Company Common Stock tendered pursuant to the Exchange Offer as soon as practicable after expiration thereof. Unless this Agreement has been terminated pursuant to Section 11.01 and subject to Section 2.01(d), asMerger Co. shall extend the Exchange Offer from time to time in the event that, at a then-scheduled expiration date, all of the conditions to the Exchange Offer have not been satisfied or waived as permitted pursuant to this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Merger Co. reasonably believes are necessary to cause the conditions to the Offer to be satisfied. Except as provided in Section 2.01(d) or 2.01(f), Merger Co. shall not terminate the Exchange Offer without accepting shares of Company Common Stock and issuing shares of Parent Common Stock pursuant to the Exchange Offer. Notwithstanding anything to the contrary set forth herein, no certificates representing fractional shares of Parent Common Stock shall be issued in connection with the Exchange Offer, and in lieu thereof each tendering stockholder who would otherwise be entitled to a fractional share of Parent Common Stock in the Exchange Offer will be paid an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such holder would otherwise be entitled by (B) the Average Exchange Offer Price (as defined below). (c) For purposes of this SECTION 2.01, "EXCHANGE OFFER RATIO" means the number of shares of Parent Common Stock determined as set forth below:

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the public announcement of the execution of this Agreementhereof), Merger Subsidiary the Purchaser shall commence (within the meaning of Rule 14d2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase (i) for cash all shares of the issued and outstanding common stock, par value $.01 per share (referred to herein as either the "Shares" or "Company Common Shares Stock"), of the Company (including the associated Common Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and Harrxx Xxxst Company of New York, as Rights Agent, dated as of September 11, 1997 (the "Rights Agreement")), at a price of $28.00 17.50 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer shall be Price"), subject to the condition that there shall be being validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer, prior to the expiration date of the Offer and not withdrawn, a that number of Shares thatwhich, together with the Shares then beneficially owned 3 by ParentParent or the Purchaser, represents at least a majority of the Common Shares outstanding on a fully-fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I A hereto. Merger Subsidiary expressly reserves The Purchaser shall, on the right terms and subject to waive any the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay forfor Shares tendered as soon as it is legally permitted to do so under applicable law. The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, asthe Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof), provided, however, that if on the initial scheduled expiration date of the Offer (as it may be extended), all conditions to the Offer shall not have been satisfied or waived, the Offer may be extended from the time to time until December 31, 1998. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions

The Offer. (a) Provided that nothing this Agreement shall not have been terminated in accordance with Section 8.01 and that none of the events set forth in Exhibit A shall have occurred that would result or be existing, or any such occurrence or existence shall have been waived in a failure to satisfy any of the conditions set forth in Annex I heretowriting by Purchaser, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable after the date hereof, (but in no event later than five U.S. business days ten (10) Business Days following the public announcement of the execution of this Agreement) commence (within the meaning of Rule 14d-2 under the Exchange Act), Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the outstanding Common Shares (including those Common Shares issuable in respect of Existing Stock Options that have been "conditionally exercised" by the holder thereof for purposes of participating in the Offer), at a price (such price, or any higher price as may be paid in the Offer, the "OFFER PRICE") of $28.00 12.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each casecash (such tender offer, net as it may be amended and supplemented from time to time as permitted under this Agreement, the seller in cash"OFFER"). The obligation of Purchaser to consummate the Offer and to accept for payment and pay for any Shares tendered pursuant thereto shall be subject to the condition that there terms and conditions set forth in this Agreement and to those conditions set forth in Exhibit A (the "OFFER CONDITIONS"), any of which may be waived by Purchaser in its sole discretion and without any consent of the Company. The initial expiration date of the Offer shall be validly tendered in accordance with the twentieth US Business Day following the commencement of the Offer. Purchaser expressly reserves the right to modify 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made except that, without the prior written consent of the Company, waives Purchaser shall not (A) decrease the Minimum Condition, changes Offer Price or change the form of the consideration to be paidpayable in the Offer, decreases the price per Share or (B) decrease the number of Shares sought in pursuant to the Offer or imposes Offer, (C) impose additional conditions to the Offer, (D) change the conditions to the Offer (other than a reduction in addition the Minimum Tender Condition) or (E) make any other change in the terms or conditions of the Offer which is adverse to those set forth in Annex I. If all the holders of Common Shares. (b) Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Offer Conditions as of any scheduled expiration of the initial offering period of the Offer, Purchaser shall accept for payment Shares validly tendered and not withdrawn pursuant to the Offer and pay for such Shares promptly after such scheduled expiration. Notwithstanding the foregoing, Purchaser and Parent shall have the right to (i) extend the Offer, from time to time, if at the expiration date of the Offer (with respect to either the initial offering period or an extended offering period, as the case may be) any of the conditions to the Offer are have not been satisfied or waived on waived, (ii) extend the Offer for any scheduled expiration period required by any regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or (iii) elect to provide one or more subsequent offering periods pursuant to Rule 14d-11 of the Exchange Act (collectively, the "SUBSEQUENT PERIOD"). In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. (c) On the date of commencement of the Offer, Merger Subsidiary Purchaser shall extend file or cause to be filed with the SEC a Schedule TO with respect to the Offer from time which will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, such Schedule TO and all applicable US federal securities laws and shall contain the offer to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to extend which the Offer beyond will be made (collectively with any supplements or amendments thereto, the date referred to in Section 10.01(b)(i"OFFER DOCUMENTS"). Subject 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. Purchaser agrees to provide the Company with, and to consult with the Company regarding, any comments that may be received from the SEC or its staff or any other regulatory authority with respect to the foregoing Offer Documents promptly after receipt thereof. Parent, Purchaser and the Company each agree promptly to correct any information provided by it for use in the Offer Documents if and to the terms extent that it shall have become false or misleading in any material respect and conditions Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Common Shares and Existing Stock Options, in each case as and to the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asextent required by applicable law.

The Offer. (a) Provided that nothing this Agreement shall not have occurred been terminated in accordance with Section 9.01, and that would result none of the events described in a failure to satisfy any of paragraphs (c) or (d) of Annex A have occurred, Purchaser shall commence (within the conditions set forth in Annex I heretomeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)), the Offer as promptly as reasonably practicable after the date hereof, but in any event by no event later than five U.S. ten (10) business days following after the initial public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Per Share Price times 326.531 per Preferred ShareAmount (as adjusted as provided in Section 2.01(g), if applicable) and in each case, net compliance with Section 14(d) of the Exchange Act and all other provisions of applicable securities laws. (b) The obligation of Purchaser to accept for payment Shares tendered pursuant to the seller in cash. The Offer shall be subject to (x) the satisfaction of the condition (the “Minimum Condition”) that there shall be have been tendered and not validly tendered in accordance with the terms of the Offer, withdrawn prior to the expiration date of the Offer and not withdrawn, a at least the number of Shares that, together with when added to the Shares then beneficially Shares, if any, already owned by ParentParent and Purchaser or any of their respective affiliates, represents at least and without giving effect to any treasury shares, constitute a majority of the Common then outstanding Shares outstanding (including all Shares issuable upon the exercise or conversion of any options, warrants, rights or other convertible securities that, if applicable, have a per share exercise or “strike” price that is less than the Per Share Amount, but only to the extent that such options, warrants, rights or other securities have vested or could (by their respective terms) become vested on a fully-diluted basis or prior to the Termination Date, including in connection with the Transactions), and (y) the "Minimum Condition") and to satisfaction of each of the other conditions set forth in Annex I A hereto. Merger Subsidiary The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall not be subject to any other conditions. (c) Purchaser expressly reserves the right to waive any of condition set forth in Annex A, to increase the conditions to the Offer Per Share Amount, and to make any change other changes in the terms or and conditions of the Offer; provided, provided however, that no change may be made thatwhich (i) decreases the Per Share Amount, without (ii) reduces the prior written consent maximum number of Shares to be purchased in the CompanyOffer, waives the Minimum Condition, (iii) changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought paid in the Offer, (iv) extends the Offer or except as provided in this Section 2.01, (v) imposes conditions to the Offer in addition to those set forth in Annex I. If all A hereto or amends the conditions set forth in Annex A, (vi) amends or supplements any other terms of the Offer in a manner adverse, or that could reasonably be expected to be adverse, to the Company or the holders of the Shares, or (vii) changes the Minimum Condition. Unless extended as provided in this Agreement, the offer shall expire on the date (the “Initial Expiration Date”) that is twenty (20) business days following the commencement of the Offer (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act). Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire (a “Subsequent Expiration Date”), any of the conditions set forth in Annex A is not satisfied (other than any conditions which by their nature are to be satisfied at the Acceptance Time) or has not been waived, then the Offer and its expiration shall automatically be extended (and re-extended) beyond the Initial Expiration Date or such Subsequent Expiration Date for one or more periods of ten (10) business days (or such other number of business days as may be jointly determined by Purchaser and the Company) per extension, with no such period ending later than June 15, 2008 (the “Termination Date”), in order to permit such condition to be satisfied (subject to the right of Purchaser to waive any condition (other than the Minimum Condition) in accordance with this Agreement on the Initial Expiration Date or any Subsequent Expiration Date and accept for payment Shares tendered pursuant to the Offer are (and not satisfied or waived on any validly withdrawn)). The Offer may not be terminated prior to its scheduled expiration date (as such expiration may be extended and re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 9.01. (d) The Per Share Amount shall, subject to applicable withholding of Taxes, be paid net to the applicable seller in cash, upon the terms and subject to the conditions of the Offer. To the extent any such amounts are so withheld, Merger Subsidiary such amounts shall extend be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. Purchaser shall pay for all Shares tendered and not validly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. If the payment equal to the Per Share Amount, in cash, is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Per Share Amount to a person other than the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Purchaser that such Taxes either have been paid or are not applicable. (e) Purchaser may, and the Offer from time to time until such conditions are satisfied or waivedDocuments shall reserve the right of Purchaser to, provided that Merger Subsidiary shall provide for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in compliance with Rule 14d-11 promulgated under the Exchange Act and all other provisions of applicable securities laws of not be required to extend less than three (3) nor more than twenty (20) business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) immediately following the expiration of the Offer beyond the date referred to (as it may be extended as provided in Section 10.01(b)(ithis Agreement). Subject to the foregoing and to the terms and conditions of set forth in this Agreement and the Offer, Merger Subsidiary shall, and Parent shall cause it Purchaser to, and Purchaser shall, accept for payment and pay forfor all Shares validly tendered and not withdrawn during such subsequent offering period as promptly as practicable after any such Shares are tendered during such subsequent offering period and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. (f) As promptly as reasonably practicable on the date of commencement of the Offer, asPurchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”), and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Parent and Purchaser shall cause the Offer Documents to be disseminated to holders of Shares. The Company shall promptly furnish or otherwise make available to Parent or Parent’s legal counsel all information concerning the Company that may be reasonably requested by Parent in connection with any action contemplated by this Section 2.01(f). Parent and Purchaser shall cause the Schedule TO and the Offer Documents to comply in all material respects with the Exchange Act and all other applicable Laws. Parent and Purchaser hereby further agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by Parent or Purchaser with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or 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 were made, not misleading. Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Purchaser shall give the Company and the Company’s counsel a reasonable opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC or dissemination to holders of Shares. Parent and Purchaser shall provide the Company and the Company’s counsel with any comments Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents after receipt of such comments and shall provide the Company and the Company’s counsel with a reasonable opportunity to participate in the response of Parent or Purchaser to such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (g) If, between the date of this Agreement and the first time at which Purchaser accepts for payment any Shares tendered and not validly withdrawn pursuant to the Offer (the “Acceptance Time”), the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or similar transaction, then the Per Share Amount shall be adjusted to the extent appropriate. (h) Without limiting the generality of Section 10.08, Parent shall cause to be provided to Purchaser all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure accordance with Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable following the execution of this Agreement, and in any event within ten (10) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer. (b) The obligations of Merger Sub to, and of Parent to satisfy cause Merger Sub to, accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to (i) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Date an aggregate number of Shares which, together with (x) the Shares beneficially owned by Parent and Merger Sub immediately prior to the then scheduled Expiration Date (if any) plus (y) the number of Shares to be purchased by Merger Sub pursuant to the Top-Up Option, if any, represent at least ninety percent (90%) of the Shares then outstanding on a fully diluted basis (including any Shares to be purchased by Merger Sub pursuant to the Top-Up Option) (the “Minimum Condition”), (ii) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Date an aggregate number of Shares which represent not less than the Minority Shareholder Amount (the “Minority Shareholder Condition”) and (iii) the satisfaction of those conditions set forth in Annex I hereto(including the Minimum Condition and the Minority Shareholder Condition, as promptly as practicable after collectively, the date hereof, but in “Tender Offer Conditions”). The Company agrees that no event later Shares held by the Company or any of its Subsidiaries (other than five U.S. business days following the public announcement any Shares held on behalf of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer"third parties) to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal will be tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms Offer. (c) Parent on behalf 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary Sub expressly reserves the right from time to time, subject to Sections 1.1(c) and 1.1(e), to waive any of Tender Offer Condition, increase the conditions Per Share Amount and/or make any other changes to the Offer terms and to make any change in the terms or conditions of the Offer; provided, provided that no change may be made thatMerger Sub shall not, and Parent shall cause Merger Sub not to, without the prior written consent of the CompanySpecial Committee, waives (i) decrease the Minimum Condition, changes Per Share Amount or change the form of consideration to be paidpayable in the Offer, decreases the price per Share or (ii) decrease the number of Shares sought to be purchased in the Offer or imposes Offer, (iii) impose additional conditions to the Offer, (iv) modify or amend the Tender Offer in addition Conditions (other than to those set forth in Annex I. If all of waive such Tender Offer Conditions), (v) decrease the conditions to time period during which the Offer are not satisfied shall remain open, or waived on (vi) modify or amend any scheduled expiration date other term of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be except for any amendment required to extend be made to be in compliance with any Law, which amendment is not adverse in any material respect to the Offer beyond Company’s stockholders. (d) On the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of commencement of the Offer, Parent and Merger Subsidiary Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”). Parent, Merger Sub and the Company each 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 Merger Sub shall, and Parent shall cause Merger Sub to, use reasonable best efforts to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto) before they are filed with the SEC and Parent and Merger Sub shall give consideration to all of the reasonable additions, deletions and changes suggested thereto by the Company and its counsel. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses and Parent and Merger Sub shall give consideration to all of the reasonable additions, deletions and changes suggested thereto by the Company and its counsel. (e) The Offer to Purchase shall provide for an expiration date of the 20th Business Day following (and including the day of) the commencement of the Offer (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 8.1 hereof. Except as provided in this Section 1.1(e), Merger Sub shall not, and Parent shall cause Merger Sub not to, extend or delay the Expiration Date (or expiration time) without the prior written consent of the Company. Notwithstanding the foregoing, Merger Sub and Parent may, without receiving the consent of the Company, extend the Expiration Date (x) to a date that is not more than ten (10) Business Days after such previously scheduled Expiration Date and (y) for any period required by applicable rules and regulations of the SEC, the London Stock Exchange or any other stock exchange or automated quotation system applicable to the Offer. So long as the Offer and this Agreement have not been terminated pursuant to Section 8.1, if at any scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer and the Expiration Date to a date that is not more than ten (10) Business Days after such previously scheduled Expiration Date; provided, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the three (3) month anniversary of the date hereof (the “End Date”). (f) Subject solely to the satisfaction or waiver (to the extent permitted by this Agreement) by Merger Sub of the Tender Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub to, as soon as possible after the scheduled expiration of the Offer (as it may be extended in accordance with Section 1.1(e)), accept for payment Shares validly tendered and not withdrawn pursuant to the Offer (the date of acceptance for payment, the “Acceptance Date,” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) and promptly pay forfor such Shares. Parent shall, asor shall cause Merger Sub to, promptly provide or cause to be provided to the Paying Agent the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. In the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur, Merger Sub may provide one or more “subsequent offering periods” for the Offer in accordance with Rule 14d-11 under the Exchange Act for a number of days to be determined by Parent which shall be not less than three (3) nor more than ten (10) Business Days; provided that Merger Sub shall, and Parent shall cause Merger Sub to, immediately accept and promptly pay for all Shares tendered during the initial offering period and immediately accept and promptly pay for all Shares tendered during each such subsequent offering period, in each case in accordance with Rule 14d-11 under the Exchange Act; and provided further that no subsequent offering period may end after the End Date.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any On the fifth (5th) Business Day after the end of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this AgreementGo-Shop Period, Merger Subsidiary shall commence an offer Sub will (and Parent will cause Merger Sub to) “commence” (within the "meaning of Rule 14d-2 under the Exchange Act) the Offer". (b) The obligation of Merger Sub to purchase accept for payment and pay for any shares of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer will be subject to: (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be being validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a validly withdrawn prior to any then scheduled Expiration Time that number of Shares thatshares of Target Common Stock which, together with the Shares then shares beneficially owned by ParentParent or Merger Sub (if any), represents at least a majority of the Target Common Shares Stock then outstanding (determined on a fully-fully diluted basis (which assumes conversion or exercise of all options, warrants or other securities convertible or exchangeable into Target Common Stock regardless of the "conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition"”), and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Section 8.01(together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub will (and Parent will cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each share of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer will be paid net to the Selling Stockholder in cash, without interest, on the terms and subject to the conditions set forth in Annex I heretothis Agreement. (c) The Offer will 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 expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Target, Merger Sub will not (i) reduce the number of shares of Target Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Section 8.01 or Section 8.03 or modify or change any Offer Condition in a manner adverse to any of the Target’s stockholders, (v) except as otherwise provided in this Section 2.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any of the Target’s stockholders. (d) The Offer will expire at midnight (Rochester, New York time) on the date that is twenty (20) Business Days following the commencement of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the 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”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 2.01(e), Merger Sub will extend the Offer (i) on one or more occasions for additional periods of five (5) Business Days each if on any then-scheduled Expiration Time any of the Offer Conditions have not been satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof, or any applicable United States securities exchange on which the Target Common Stock is traded; provided, however, that in no event will Merger Sub be required to extend the Offer (y) beyond August 30, 2013 (the “Outside Date”) or (z) if Parent is then permitted to terminate this Agreement pursuant to Article IX. Merger Subsidiary Sub also may extend the Offer as provided in Section 2.01(f). (f) On the terms and subject to the conditions of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.05) all shares of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time. Acceptance for payment of shares of Target Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing.” Merger Sub expressly reserves the right to waive any of the conditions to to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 2.01 will affect any termination rights in Article IX. Such “subsequent offering periods,” collectively, may not exceed twenty-five (25) Business Days. (g) Merger Sub will not terminate the Offer prior to make any change in the terms or conditions of the Offer, provided that no change may be made that, scheduled Expiration Time without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought Target except in the event that this Agreement is terminated pursuant to Article IX. If the Offer is terminated or imposes conditions withdrawn by Merger Sub as permitted by this Agreement, or this Agreement is terminated pursuant to Article IX prior to the Offer in addition to those set forth in Annex I. If all acceptance for payment of the conditions Target Common Stock tendered in the Offer, Merger Sub will promptly return, and will cause any depository acting on behalf of Merger Sub to return, all tendered Target Common Stock to the Offer are not satisfied or waived on any scheduled expiration registered holders thereof. (h) On the date of the commencement of the Offer, Parent and Merger Subsidiary shall extend Sub will file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer from time to time until such conditions are satisfied or waived(together with all amendments, provided that Merger Subsidiary shall not be required to extend supplements and exhibits thereto, the “Schedule TO”). The Schedule TO will include, as exhibits, the Offer beyond 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”). Within fifteen (15) days after the date referred of this Agreement, the Target will furnish to Parent and Merger Sub all information concerning the Target required by the Exchange Act to be set forth in Section 10.01(b)(i)the Offer Documents. Subject Parent and Merger Sub will cause the Offer Documents to be filed with the SEC and disseminated to the foregoing Target’s stockholders, in each case as and to the terms extent required by the Exchange Act. Parent, Merger Sub and conditions the Target will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect or as otherwise required by applicable Law. Additionally, Parent and Merger Sub will cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the Target’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will promptly notify the Target upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and will promptly provide the Target with copies of all correspondence between them and their representatives and the SEC with respect to the Offer Documents. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Target’s stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub will provide the Target and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub will give reasonable consideration to any such comments. (i) Parent will provide or cause to be provided to Merger Sub, on a timely basis so as to satisfy Merger Sub’s obligations under this Agreement and the Offer, the funds necessary to pay for any shares of Target Common Stock that Merger Subsidiary shall, and Parent shall cause it to, Sub becomes obligated to accept for payment payment, and pay for, aspursuant to the Offer.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in paragraphs (i) through (iv) of Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution terms of this Agreement, Merger Subsidiary Buyer (or its subsidiary) shall commence an offer to purchase all of the outstanding shares of common stock, par value $.125 per share, of DOCP (the "OfferDOCP Shares") to purchase (i) all of the Common Shares at a price of $28.00 22 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred DOCP Share, in each case, net to the seller in cash. cash (the "Offer Price"). (b) The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves Buyer shall not, without the right to waive any prior written consent of the conditions to the Offer and to DOCP, make any change in the terms or conditions of the OfferOffer that is adverse to the holders of DOCP Shares, provided that no change may be made that, without decrease the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share Offer Price or the number of DOCP Shares sought in the Offer or imposes impose conditions to the Offer in addition to other than those set forth in Annex I. If all I hereto (it being agreed that a waiver by Buyer of the conditions any condition, in its discretion, shall not be deemed to be adverse to the Offer are not satisfied or waived holders of DOCP Shares); provided that, if on any scheduled expiration date of the Offer all conditions to the Offer shall not have been satisfied or waived, the Offer may, but need not, be extended from time to time without the consent of DOCP for such period of time as is reasonably expected by Buyer to be necessary to satisfy the unsatisfied conditions; provided further that the Offer may be extended by Buyer without the consent of DOCP for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer; and provided further that, if at any scheduled expiration date of the Offer all conditions to the Offer shall have been satisfied but less than a number of DOCP Shares that, together with the number of DOCP shares to be contributed by CSX and the Management Investor to Buyer, represent less than 90% of the outstanding DOCP Shares, on a fully-diluted basis, shall have been tendered into the Offer, Merger Subsidiary Buyer shall be entitled to extend the Offer from time to time until such without the consent of DOCP (for not more than 10 business days) in order to permit Buyer to solicit additional DOCP Shares to be tendered into the Offer. It is agreed that the conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond are solely for the benefit of Buyer and may be asserted by Buyer regardless of the circumstances giving rise to any such condition (including any action or inaction by Buyer) or may, but need not, be waived by Buyer, in whole or in part at any time and from time to time, in its sole discretion. (c) As soon as practicable on the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of commencement of the Offer, Merger Subsidiary shallBuyer (and, to the extent required by law, CSX, NSC and the Management Investor, as co-bidders) shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all supplements and amendments thereto, the "Schedule 14D-1") and, together with DOCP, a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "Schedule 13E-3") with respect to the Offer, which shall contain the offer to purchase and form of the related letter of transmittal (together with any supplements or amendments thereto, collectively, the "Offer Documents"). DOCP shall provide Buyer (and, if applicable, CSX, NSC and the Management Investor) with such information concerning DOCP as may reasonably be requested in connection with the preparation of the Schedule 13E-3. Each party hereto shall promptly supplement, update and correct any information provided by it for use in the Offer Documents if and to the extent that it is or shall have become incomplete, false or misleading. In any such event, Buyer shall take all steps necessary to cause the Offer Documents as so supplemented, updated or corrected to be filed with the SEC and to be disseminated to the holders of DOCP Shares, in each case, as and to the extent required by applicable federal securities laws. DOCP and its counsel, with respect to the Schedule 14D-1, and Parent each party hereto and its respective counsel, with respect to the Schedule 13E-3, shall cause it tobe given an opportunity to review and comment on such filing and each supplement, accept for payment and pay for, asamendment or response to comments with respect thereto prior to its being filed with or delivered to the SEC.

The Offer. (a) Provided that nothing Purchaser shall have occurred that would result in a failure (and Parent shall cause 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 satisfy any purchase all of the conditions set forth in Annex I hereto, Shares at the Offer Price as promptly as practicable after the date hereofreasonably practicable, but in no event later than five U.S. business days following ten (10) Business Days after the initial public announcement of the execution of this Agreement, Merger Subsidiary shall commence an Agreement by joint press release of Parent and the Company pursuant to Section 5.4 (and not by way of a Current Report on Form 8-K that is not deemed to constitute commencement of a tender offer (pursuant to Rule 14d-2(b) under the "Offer") Exchange Act). The obligation of Purchaser to purchase (i) all of the Common accept for payment and pay for Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject only to (x) the satisfaction of the condition that at the expiration of the Offer there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a withdrawn that number of Shares thatwhich, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, represents more than 90% of the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition"), and (y) and to the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex I A hereto. Merger Subsidiary Purchaser expressly reserves the right to waive any of the such conditions to the extent legally permissible, to increase the price per Share payable in the Offer and to make any change other changes in the terms or conditions of the Offer; provided, provided however, that no change may be made that, without the prior written consent of the CompanyCompany which (i) decreases the price per Share payable in the Offer, waives the Minimum Condition, (ii) changes the form of consideration to be paidpaid in the Offer, decreases (iii) reduces the price per Share or the maximum number of Shares sought to be purchased in the Offer or Offer, (iv) imposes conditions to the Offer in addition to those the conditions set forth in Annex I. If A hereto, (v) waives the Minimum Condition so that the percentage of fully diluted Shares required to be tendered pursuant to clause (x) above is 50% or less, or (vi) modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse in any material respect to the holders of Shares; provided, however, that extensions of the expiration date of the Offer shall be at the sole and absolute discretion of the Purchaser and shall in no event be deemed to be adverse to the holders of Shares or require the prior written consent of the Company. (b) If, at the expiration date of the Offer, all of the conditions to the Offer are have been satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the number of Shares validly tendered and not satisfied withdrawn pursuant to the Offer fails to satisfy the Minimum Condition, Purchaser may, in its sole and absolute discretion, but shall not be required to, provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) of at least five but no more than 20 Business Days after Purchaser's acceptance for payment of the Shares then tendered and not withdrawn pursuant to the Offer, in which event Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares tendered and not withdrawn as of such expiration date. (c) Subject to the terms of this Agreement and the satisfaction or waived on earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any scheduled expiration date of the Offer, Merger Subsidiary Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, (and Parent shall cause it Purchaser to, ) accept for payment and pay forfor all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable Law. On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, asParent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (d) As promptly as practicable on the date of commencement of the Offer pursuant to Section 1.1.(a), Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments, supplements and exhibits thereto, the "Offer Documents"). Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Purchaser, on the 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 shall be or shall have become false or misleading in any material respect, and Parent and Purchaser shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities laws. 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 Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the public announcement of the execution of this Agreementhereof), Merger Subsidiary the Purchaser shall commence an (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") to purchase (i) for all of the outstanding shares of Common Shares Stock of the par value of $1.00 per share of the Company (the "Common Stock"), and all of the outstanding shares of Class A Stock of the par value of $1.00 per share of the Company (the "Class A Stock") (the shares of Common Stock and the shares of Class A Stock are sometimes referred to together as the "Shares"), at a price of $28.00 45.50 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer shall be Price"), subject to the condition that there shall be being validly tendered in accordance with and not withdrawn prior to the terms expira- tion of the Offer, prior to the expiration date of the Offer and not withdrawn, a that number of Shares that, together with the Shares then beneficially owned by Parent, which represents at the time of acceptance for payment of any Shares pursuant to the Offer (the "Share Purchase Date") at least a majority (i) two-thirds of the Common outstanding Shares outstanding (deter- mined on a fullyfully diluted basis) and (ii) Shares entitled to cast at least two-thirds of the votes (counting the Class A Stock as entitled to cast 1/10th of a vote per share) that may be cast by all holders of Shares on the Merger (as defined in Section 1.4) (determined on a fully diluted basis (the basis)(the "Minimum Condition") and to the other conditions set forth in Annex I A hereto. Merger Subsidiary expressly reserves , and shall consum- mate the right Offer in accordance with its terms ("fully diluted basis" means issued and outstanding Shares and Shares subject to waive any issuance at the discretion of the conditions holders under stock options or other stock based awards outstanding at the Share Purchase Date, excluding any portions of such options or awards surrendered to the Company pursuant to Section 2.4 of this Agreement). The obligation of the Purchaser to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be sub- ject only to make any change the Minimum Condition and the other condi- tions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agree- ment, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or conditions waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer, provided that no change may be made that, Offer without the prior written writ- ten consent of the Company; provided, waives however, that if on the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any initial scheduled expiration date of the Offer, Merger Subsidiary which shall extend be 30 business days after the date on which the execution of this Agreement is announced to the public (it being understood that for such purpose Christmas Eve and New Years Eve shall not be deemed to be "business days"), all conditions to the Offer from time to time until such conditions are shall not have been satisfied or waived, provided that Merger Subsidiary shall not be required the Purchaser may, from time to time, in its sole discretion, extend the Offer beyond the expiration date referred to in Section 10.01(b)(i)for one or more periods. Subject to the foregoing and to The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment the Shares tendered as soon as it is legally permitted to do so under applicable law and pay forfor such Shares promptly; provided, ashowever, that if, immediately prior to the initial expiration date of the Offer (as it may be ex- tended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding shares of each of the Common Stock and the Class A Stock, the Purchaser may extend the Offer for one or more peri- ods not to exceed seven business days in the aggregate, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-l"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collec- tively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or neces- sary in order to make the statements therein, in light of the circumstances under which they were made, not mis- leading, except that no representation is made by Parent or the Purchaser with respect to information furnished by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents. The information supplied by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents and by Parent or the Purchaser to the Company, in writing, expressly for inclusion in the Schedule 14D-9 (as hereinafter defined) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or neces- sary in order to make the statements therein, in light of the circumstances under which they were made, not mis- leading. (c) Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information pro- vided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and the Purchaser will take all steps necessary to cause the Offer Documents as so cor- rected to be filed with the SEC and to be disseminated to holders of the Shares, 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 the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and the Purchaser will provide the Company and its counsel in writing with any comments, whether written or oral, Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any none of the conditions events set forth in Annex I heretoA hereto shall have occurred or be continuing (other than the requirements set forth in clauses (i)-(iv) of Annex A), Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five U.S. 5 business days following after the initial public announcement of Purchaser's intention to commence the execution Offer. The obligation of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") Purchaser to purchase (i) all of the Common accept for payment Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms satisfaction of each 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I A hereto. Merger Subsidiary Purchaser expressly reserves the right to waive any of such condition, to increase the conditions to price per Share payable in the Offer Offer, and to make any change other changes in the terms or and conditions of the Offer; PROVIDED, provided HOWEVER, that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, which decreases the price per Share or the number of Shares sought payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex I. If A; and PROVIDED FURTHER that the condition in clause (iv) of Annex A may not be waived by Purchaser nor may any change be made to such condition without the consent of the Company. Purchaser shall from time to time extend the Offer beyond the scheduled expiration date, which shall initially be 20 business days following the commencement of the Offer, for up to 5 business days in each instance (or for such different period to which the Company shall reasonably agree) if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares shall not be satisfied or waived. In addition, if all of the conditions to the Offer are not satisfied or waived on any scheduled but the number of shares of Class A Common Stock validly tendered and not withdrawn, together with the shares of Class A Common Stock held by Parent and Purchaser, if any, is less than ninety percent (90%) of the then-outstanding number of shares of Class A Common Stock (assuming the conversion by Parent of all shares of Class B Common Stock to Class A Common Stock as contemplated by the last sentence of this Section 1.01(a)), then upon the applicable expiration date of the Offer, Merger Subsidiary Purchaser shall extend provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Offer from time Exchange Act, for an aggregate period not to time until exceed twenty (20) business days (for all such conditions are satisfied or waived, provided that Merger Subsidiary extensions) and Purchaser shall not be (A) give the required to extend the Offer beyond the date referred to in Section 10.01(b)(i)notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. Subject to the foregoing terms of the Offer, Purchaser shall accept for payment and pay for all Shares at the earliest time at which it is permitted to do so under applicable law. Purchaser shall take all necessary action to cause all shares of Class B Common Stock so accepted to be converted to shares of Class A Common Stock as promptly as practicable on the date such shares are accepted by Purchaser or on any subsequent date prior to the Effective Time if, and only if, such conversion would permit Purchaser to acquire shares of Class A Common Stock representing at least 90% of the then outstanding Class A Common Stock. (b) The Per Share Amount shall, subject to applicable withholding of Taxes (as hereinafter defined), be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Merger Subsidiary shallPurchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). If the payment equal to the Per Share Amount in cash is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Per Share Amount to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such Taxes either have been paid or are not applicable. (c) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents that shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws to give effect to the Offer. The Company and its counsel shall cause it to, accept for payment be given a reasonable opportunity to review and pay for, ascomment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any accordance with Article VIII hereof and none of the conditions events set forth in Annex I heretohereto (the "Tender Offer Conditions") shall have occurred, as promptly as practicable after the date hereof, but in no event later than five U.S. the fifth business days following day from the public announcement of the execution date of this Agreement, Merger Subsidiary the Purchaser shall, and Parent shall cause the Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act")) an offer to purchase all outstanding Common Shares at the Offer Price and shall file all necessary documents with the Securities and Exchange Commission (the "OfferSEC") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance connection 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum ConditionOffer Documents") and ). The obligation of the Purchaser to accept for payment or pay for any Common Shares tendered pursuant thereto will be subject only to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any satisfaction of the conditions to the Tender Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without Conditions. (b) Without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes Purchaser shall not (i) impose conditions to the Offer in addition to those set forth the Tender Offer Conditions, (ii) modify or amend the Tender Offer Conditions or any other term of the Offer in Annex I. If a manner adverse to the holders of Common Shares, (iii) reduce the number of Common Shares subject to the Offer, (iv) reduce the Offer Price, (v) except as provided in the following sentence, extend the Offer, if all of the Tender Offer Conditions are satisfied or waived, or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, extend the Offer at any time, and from time to time, (i) if at the then-scheduled expiration date of the Offer any of the conditions to the Purchaser's obligation to accept for payment and pay for all Common Shares shall not have been satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer; or (iii) if all Tender Offer Conditions are not satisfied or waived on any scheduled but the number of Common Shares tendered is at least equal to 75%, but less than 90%, of the then-outstanding number of Common Shares, for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of the Offerthis sentence. So long as this Agreement is in effect, Merger Subsidiary shall extend the Offer from time to time until such conditions are has been commenced and the Tender Offer Conditions have not been satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary Purchaser shall, and Parent shall cause it the Purchaser to, accept cause the Offer not to expire, subject, however, to the Purchaser's and Parent's rights of termination under this Agreement. Parent and the Purchaser shall comply with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act. (c) Parent and the Purchaser represent that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws, and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 in writing for payment inclusion in the Offer Documents. Each of Parent and pay forthe Purchaser, ason the one hand, and the Company, on the other hand, 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 the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated pursuant to Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) use its reasonable best efforts 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 within three (3) Business Days (and shall commence such Offer in a failure to satisfy any event within ten (10) Business Days) of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement. (b) The obligation of Merger Sub to, and of Parent to cause Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all Sub to, accept for payment and pay for any shares of the Company Common Shares at a price of $28.00 per Common Share ("Common Share Price") Stock validly tendered and (ii) all of the Preferred Shares at a price equal not validly withdrawn pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that to: (i) there shall be being validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a validly withdrawn prior to any then scheduled Expiration Time that number of Shares thatshares of Company Common Stock which, together with the Shares then shares beneficially owned by ParentParent or Merger Sub (if any), represents at least a majority of the Common Fully Diluted Shares outstanding on a fullyas of immediately prior to the expiration of the Offer (as it may be extended and re-diluted basis extended in accordance with this Section 1.01) (the "“Minimum Condition"”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A, as such conditions may be modified in accordance with this Agreement (together with the Minimum Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have been delivered pursuant to such procedures. Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest (subject to any withholding of tax pursuant to Section 3.05), on the terms and subject to the conditions set forth in Annex I heretothis Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in any manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer or (vi) otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to any shareholder of the Company. (d) Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the 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”). (e) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with its terms, Merger Sub shall, and Parent shall cause Merger Sub to, (i) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties hereto may agree) each, if on any then-scheduled Expiration Time any of the Offer Conditions (other than the Minimum Condition) shall not be satisfied or waived, until such time as such condition or conditions are satisfied or waived; provided, however, that the maximum number of days that the Offer may be extended pursuant to this clause (i) shall be twenty (20) Business Days, (ii) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, if on any then-scheduled Expiration Time each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived, and the Minimum Condition shall not have been satisfied; provided, however, that the maximum number of days that the Offer may be extended pursuant to this clause (ii) shall be twenty (20) Business Days, (iii) extend the Offer, at the request of the Company, until the expiration of a twenty (20)-day cure period after a breach of this Agreement by the Company, if on any then-scheduled Expiration Time any of the Offer Conditions (other than the Minimum Condition) shall not be satisfied due to a breach of this Agreement by the Company that is capable of being cured (it being understood that a willful failure to comply with Section 6.04 in any material respect shall be deemed incapable of being cured), and (iv) extend the Offer for the minimum period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof, the NASDAQ Stock Market (“NASDAQ”) or the Chicago Stock Exchange, Inc. applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event (A) shall Merger Sub be required to extend the Offer beyond November 1, 2012 (the “Outside Date”) or (B) shall this Section 1.01(e) be construed or deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to Article VIII. Merger Subsidiary Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, make available one (1) or more “subsequent offering periods” in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in Merger Sub's sole discretion, provide for such a reservation of right. Except as otherwise expressly provided in this Section 1.01(e), the rights of Company to waive cause an extension of the Offer are cumulative so that, if at any time any of the conditions foregoing is applicable, the Offer will be so extended further. (f) On the terms and subject to the satisfaction or waiver by Merger Sub of the Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay the Offer Price (subject to any withholding of tax pursuant to Section 3.05) pursuant to Section 1.01(b) for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment pursuant to the Offer and shall cause Merger Sub to make fulfill all of Merger Sub's obligations under this Agreement. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time 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.” (g) Merger Sub shall not terminate the Offer prior to any change in the terms or conditions of the Offer, provided that no change may be made that, scheduled Expiration Time without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought except in the event that this Agreement is terminated pursuant to Article VIII. If the Offer is terminated or imposes conditions withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the Offer in addition to those set forth in Annex I. If all acceptance for payment of the conditions Company Common Stock tendered in the Offer, Merger Sub shall promptly return (and in any event within three (3) Business Days), and shall cause any depository acting on behalf of Merger Sub to promptly return, all tendered Company Common Stock to the Offer are not satisfied or waived registered holders thereof. (h) As soon as practicable on any scheduled expiration the date of the commencement of the Offer, Parent and Merger Subsidiary Sub shall extend file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer from time (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to time until Purchase and a form of letter of transmittal and summary advertisement (such conditions are satisfied or waivedSchedule TO and the documents included therein pursuant to which the Offer will be made, provided together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company and its Subsidiaries that Merger Subsidiary shall not may be required to extend by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer beyond Documents. Parent and Merger Sub shall take all steps necessary to cause the date referred Offer Documents to in Section 10.01(b)(i). Subject be filed with the SEC and disseminated to the foregoing shareholders of the Company, in each case as and to the terms extent required by the Exchange Act. Parent and conditions Merger Sub, on the 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 such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to the shareholders of the OfferCompany, in each case as and to the extent required by the Exchange Act. Parent and Merger Subsidiary shallSub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, relating to the Offer Documents. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall cause it to, accept for payment give reasonable and pay for, asgood faith consideration to any such comments.

The Offer. (1) Subject to the conditions set forth in Schedule B-1, Parent agrees to cause the Offeror to make the Offer. (2) Parent also agrees as follows: (a) Provided that nothing the Offeror will make the Offer by way of a take-over bid: (i) at a cash offer price of $115.00 per Share, and the Offer will be open for acceptance until a time to be stated in the Offer Documents, which time shall have occurred that would result be the minimum time required by applicable securities Laws (subject to the Offeror’s right to extend the period during which Shares may be deposited under the Offer pursuant to section 1.1(2)(b)(v)); (ii) subject only to the conditions set forth in Schedule B-2; and (iii) in accordance in all material respects with applicable securities Laws; (b) except with the consent of Company, the Offer will not be amended to: (i) increase the Minimum Tender Condition; (ii) decrease the price per Share offered or change the form of consideration offered (other than by adding consideration); (iii) decrease the number of Shares subject to the Offer; (iv) modify the conditions to the Offer or impose additional conditions to the Offer, in either case, in a manner which is adverse to the Shareholders; or (v) extend the Expiry Time (including as a result of a variation to the terms of the Offer) other than: (A) to the extent required to satisfy any of the conditions set out in Schedule B-2 (subject to section 5.1(1)(b)(ii)); or (B) in circumstances where all of the Shares tendered by Shareholders pursuant to the Offer prior to such extension have been taken up and paid for by the Offeror; (c) to cause the Offeror to prepare the Offer Documents in accordance in all material respects with applicable securities Laws in the English language (and, if required by applicable securities Laws, the French language) and provide Company with a reasonable opportunity to review and comment on the contents of the Offer Documents (including by providing a first draft of the Offer Documents to Company by no later than February 15, 2006, but recognizing that the contents of the Offer Documents are the responsibility of the Offeror and Parent) prior to their mailing to Shareholders; (d) to cause the Offeror to mail the Offer Documents (subject only to the satisfaction of the conditions set out in Schedule B-1) not later than 5:00 p.m. (Toronto time) on February 23, 2006 (the “Outside Mailing Date”); provided that, if the mailing of the Offer Documents is delayed by the failure to satisfy any of the conditions set forth out in Annex I heretoSchedule B-1, as promptly as practicable after other than any condition which by its nature would be impossible or impracticable to satisfy, then the Outside Mailing Date will be extended to the earlier of April 24, 2006 and the third business day following the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer on which such condition is satisfied; (the "Offer"e) to purchase (i) all of cause the Common Offeror to take up and pay for the Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of deposited under the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to Offer within the expiration date periods required by applicable securities Laws and upon the conditions of the Offer and not withdrawn, a number having been satisfied or waived; (f) if the Offeror increases the value of Shares that, together with the consideration for the Shares then beneficially owned under the Offer, to cause the Offeror to pay such increased consideration to each Shareholder (including the Sellers) whose Shares are taken up by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis Offeror under the Offer; and (the "Minimum Condition"g) and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right use its reasonable efforts to waive any of enable the conditions to the Offer and to make any change set out in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration Schedule B-2 to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, assatisfied.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the public announcement of the execution of this Agreementhereof), Merger Subsidiary the Purchaser shall commence an (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") to purchase (i) for all of the outstanding shares (the "Shares") of common stock, $.01 par value per share (the "Common Shares Stock"), of the Company (including the related Rights (as defined in Section 3.18 of this Agreement)) at a price of $28.00 12.85 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer shall be Price"), subject to the condition that (i) there shall be being validly tendered in accordance with and not withdrawn prior to the terms expiration of the Offer, prior to the expiration date of the Offer and not withdrawn, a that number of Shares that, together with the Shares then beneficially owned by Parent, which represents at least a majority seventy-five percent (75%) of the Common Shares outstanding on a fully-fully diluted basis (the "Minimum Condition"), (ii) the receipt by Parent of financing sufficient in amount to enable it and the Purchaser to consummate the Offer and the Merger (as hereinafter defined) and to refinance certain indebtedness for borrowed money of the Company and to pay related fees and expenses (the "Financing Condition") and (iii) the other conditions set forth in Annex I A hereto, and shall consummate the Offer in accordance with its terms. Merger Subsidiary expressly reserves the right As used herein, "fully diluted basis" takes into account issued and outstanding Shares and Shares subject to waive any issuance under outstanding stock options and warrants. The obligations of the conditions Purchaser to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to make any change the Minimum Condition, the Financing Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition, the Financing Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or conditions waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer, provided that no change may be made that, Offer in any manner adverse to the holders of the Shares without the prior written consent of the Company; provided, waives however, that if on the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any initial scheduled expiration date of the Offer, Merger Subsidiary which shall extend be twenty business days after the date the Offer from time is commenced, all conditions to time until such conditions are the Offer shall not have been satisfied or waived, provided that Merger Subsidiary shall not be required the Purchaser may, from time to time, in its sole discretion, extend the expiration date for one or more periods totalling not more than thirty days. Notwithstanding the foregoing, (i) Parent or the Purchaser can waive, in writing, the Minimum Condition without the written consent of the Company in the event that at least 50.1% of the Shares outstanding on a fully diluted basis are validly tendered and not withdrawn on or prior to the expiration of the Offer beyond and (ii) the Purchaser may extend the initial expiration date referred or any extension thereof, as the Purchaser reasonably deems necessary to in Section 10.01(b)(icomply with any legal or regulatory requirements, including but not limited to, the termination or expiration of any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Subject to the foregoing and to The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay forfor Shares tendered as soon as it is legally permitted to do so under applicable law; provided, ashowever, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal more than seventy-five percent (75%) of the outstanding Shares, but less than 90% of the outstanding Shares, the Purchaser may extend the Offer for a period not to exceed twenty business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer. Notwithstanding the foregoing, the Offer may not be extended beyond the date of termination of this Agreement pursuant to Article VII hereof. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). Parent represents and warrants to the Company that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information furnished by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents. The Company represents and warrants to Parent and the Purchaser that the information supplied by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents and Parent represents and warrants to the Company that the information supplied by Parent or the Purchaser to the Company, in writing, expressly for inclusion in the Schedule 14D-9 (as hereinafter defined) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will 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 will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, 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 the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and the Purchaser will provide the Company and its counsel, in writing, with any comments, whether written or oral, Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any accordance with Section 8.01 and none of the conditions events or circumstances set forth in Annex I heretoA hereto shall have occurred or be existing, Purchaser agrees to, and Parent agrees to cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five U.S. business days following after the first public announcement of the execution hereof. Parent and Purchaser agree that the obligation of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") Purchaser to purchase (i) all of the Common accept for payment and pay for Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") that the number of Shares validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute more than 80% of the then outstanding Shares at the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex I hereto. Merger Subsidiary A. Purchaser expressly reserves the right to waive any of such condition, to increase the conditions to price per Share payable in the Offer Offer, and to make any change other changes in the terms or and conditions of the Offer; provided, provided however, that Parent and Purchaser agree that no change may be made that, without the prior written consent of the CompanyCompany which decreases the price per Share payable in the Offer, waives the Minimum Condition, which changes the form of consideration to be paidpaid in the Offer, decreases which reduces the price per Share or the maximum number of Shares sought to be purchased in the Offer, which extends the expiration date of the Offer (except that Purchaser may extend the expiration date of the Offer (a) as required to comply with any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or (b) for one or more times each for an aggregate period of up to 15 days (and not to exceed 60 days from the date of commencement) for any reason other than those specified in the immediately preceding clause (a)) or which imposes conditions to the Offer in addition to those set forth in Annex I. If all A hereto. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the OfferOffer (including, Merger Subsidiary shallwithout limitation, the Minimum Condition), Purchaser agrees to, and Parent shall agrees to cause it Purchaser to, accept pay, as promptly as practicable after expiration of the Offer, for payment all Shares validly tendered and pay fornot withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, asParent and Purchaser agree that Purchaser will file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer and the other Transactions (as hereinafter defined), which shall have been provided to the Company and to which the Company shall not have reasonably objected. Parent and Purchaser agree that the Schedule 14D-1 will contain or will incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as 1.1.1 As promptly as practicable after the date hereof, (but in no event later than five U.S. business days following after the public announcement of the execution date of this Agreement), GPU shall cause Merger Subsidiary shall to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase all the outstanding shares of common stock, par value $.01 per share (i) all the "MYR Common Stock"), of the Common Shares MYR at a price of $28.00 30.10 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each caseshare, net to the seller in cashcash (the "Offer Price"), and, subject to the conditions of the Offer, shall use all reasonable efforts to consummate the Offer as promptly as permitted by law. The obligation of GPU and Merger Subsidiary to consummate the Offer and to accept for payment and to pay for any shares of MYR Common Stock tendered pursuant to the Offer (i) shall be subject to the condition that there such number of shares of MYR Common Stock shall be have been validly tendered in accordance with the terms of the Offer, and not withdrawn prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then shares of MYR Common Stock beneficially owned by ParentGPU and any affiliate of GPU on that date, represents at least a majority constitute more than 50.1% of the MYR Common Shares Stock, assuming exercise and conversion of all outstanding on a fully-diluted basis options and convertible securities of MYR (the "Minimum Condition") and (ii) shall be subject to the other conditions set forth in Annex I heretoA to this Agreement. The Offer shall be further subject to all of the applicable terms and conditions of Rule 51 under the Public Utility Holding Company Act of 1935, as amended ("PUHCA"). 1.1.2 Neither GPU nor Merger Subsidiary expressly reserves shall, without the right to consent of MYR, waive any the Minimum Condition. Otherwise, the conditions of the conditions Offer are for the sole benefit of Merger Subsidiary and GPU regardless of the circumstances giving rise to the Offer non-fulfillment of any such conditions and may be waived by Merger Subsidiary and GPU in whole or in part. MYR agrees that no shares of the MYR Common Stock held by MYR shall be tendered pursuant to make any change in the Offer. GPU and Merger Subsidiary may modify the terms or conditions of the Offer, provided that no change may be made except that, without the prior written consent of MYR, they shall not (i) reduce the Companynumber of shares of MYR Common Stock to be purchased in the Offer, waives (ii) reduce the Minimum ConditionOffer Price, changes (iii) modify or add to the conditions set forth in Annex A, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer Offer, or imposes conditions to (vi) amend any other term of the Offer in addition to those set forth in Annex I. If all of the conditions a manner adverse to the Offer are holders of MYR Common Stock. Notwithstanding the foregoing, GPU and Merger Subsidiary may, without the consent of MYR, (i) extend the Offer, from time to time, beyond any scheduled expiration date (the initial scheduled expiration date being February 29, 2000) for a period not satisfied or waived on to exceed 20 business days, if at any scheduled expiration date of the Offer, any of the conditions to Merger Subsidiary's obligation to accept for payment, and pay for, shares of MYR Common Stock shall not be satisfied or waived, until such time within such 20 business day period as Merger Subsidiary shall extend the Offer from time to time until reasonably conclude is necessary after all such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (iii) extend the Offer for an aggregate period of not more than 15 business days beyond the latest expiration date referred to that would otherwise be permitted under clause (i) or (ii) of this sentence if there shall not have been tendered sufficient shares of MYR Common Stock so that the Merger could be effected as provided in Section 10.01(b)(i6.1.2(b). Subject In addition to the foregoing and foregoing, GPU may provide for a "subsequent offering period," to the extent provided in Rule 14d-11 under the Exchange Act, as in effect as of January 24, 2000, after the purchase of shares of MYR Common Stock pursuant to the Offer. Subject to the terms and conditions of the OfferOffer and this Agreement, Merger Subsidiary shall, and Parent GPU shall cause it to, Merger Subsidiary to accept for payment payment, and pay for, asall shares of MYR Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Subsidiary becomes obligated to accept for payment, and pay for, pursuant to the Offer as required by Regulation 14D under the Exchange Act. 1.1.3 As soon as practicable on the date of commencement of the Offer, Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which will contain the offer to purchase and form of the related letter of transmittal (which, together with any supplements or amendments to those documents, are collectively referred to as the "Offer Documents"). The Merger Subsidiary and GPU

The Offer. The Company shall commence the Offer on or before March 16, 2001. (a) Provided that nothing shall have occurred that would result in a failure Pursuant to satisfy any of the conditions set forth in Annex I heretoOffer, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an Company will offer (the "Offer") to purchase (i) for cash any and all of the Common Shares outstanding Debentures at a purchase price per $1,000 in principal amount of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price Debentures equal to the Common Share Price times 326.531 per Preferred ShareStated Purchase Price, in each caseplus accrued and unpaid interest thereon to the date of payment, net to the seller in cashcash (the "Offer Price"). The Offer shall will be subject made by the Company pursuant to the condition that there shall be validly tendered in accordance an Offer to Purchase and related Letter of Transmittal consistent with the terms hereof and otherwise reasonably satisfactory to counsel for the Holders in all respects, drafts of which will be provided to counsel for the Holders for prior review and comment. (b) The Offer will expire on the Expiration Date. The Company will not terminate or withdraw the Offer (other than (i) as permitted under this Agreement, (ii) in the event that a Holder has breached its obligations under Section 4 hereof or (iii) if the General Condition has not been satisfied as of the Offer, prior to Expiration Date) or amend the expiration date terms and conditions of the Offer without the consent of the Holders; provided, however, that the Company shall have the right to, and shall, extend the Expiration Date to such later date and time as is necessary for the Spinoff Condition (as defined below) to be satisfied, but in no event to a date and time that is later than the date and time as of which the Spinoff Transaction is to be effective. (c) The Company's obligation to accept for purchase Debentures validly tendered pursuant to the Offer is conditioned (collectively, the "Offer Conditions") only upon (i) there being validly tendered and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority withdrawn not less than One Hundred Twenty Million Dollars ($120,000,000) in aggregate principal amount of the Common Shares outstanding on a fully-diluted basis Debentures (the "Minimum Tender Condition"), (ii) the consummation of the Spinoff Transaction (the "Spinoff Condition"), and (iii) satisfaction of the General Condition described on Annex A hereto. So long as the Offer Conditions have been satisfied on the Expiration Date, the Company agrees to accept for purchase all Debentures validly tendered pursuant to the other conditions set forth in Annex I heretoOffer by 5:00 p.m. New York City time, on the same Business Day as the Expiration Date. Merger Subsidiary expressly The Company reserves the right to waive any one or more of the conditions Offer Conditions. The Company expressly reserves the right, in its sole discretion, to terminate the Offer if any of the Offer Conditions have not been satisfied on or prior to 5:00 p.m., New York City time, on April 9, 2001 and have not been waived by the Company. Any Debentures that are not tendered and accepted pursuant to make any change in the terms or conditions of the Offer, provided that no change may be made thatincluding if the Offer is terminated, without withdrawn or not consummated on the prior written consent Expiration Date, will remain outstanding as obligations of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as As promptly as reasonably practicable (and in any event within fifteen (15) Business Days after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary as such period may be extended by Parent and the Purchaser if and to the extent the Company fails to satisfy its obligations pursuant to the Section 1.1(g)(iv)), the Purchaser shall commence an offer (commence, within the "Offer") meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase (i) all of the Common outstanding Shares for cash at a price of $28.00 per Common Share ("Common Share the Offer Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms consummation of the Offer, prior and the obligation of the Purchaser to accept for payment and pay for Shares tendered pursuant to the expiration date Offer (and any obligation of Parent to cause Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer), shall be subject to: (i) there being validly tendered in the Offer and not withdrawn, a properly withdrawn prior to the Expiration Date that number of Shares thatwhich, together with the number of Shares (if any) then beneficially owned by ParentParent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, represents at least a majority of the Common Shares then outstanding (determined on a fully-fully diluted basis basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the "adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition"”) and (ii) the satisfaction, or waiver by the Purchaser (to the extent permitted in Annex I), of each of the other conditions and requirements set forth in Annex I. Subject to Annex I, the conditions and requirements to the Offer set forth in this Section 1.1 and Annex I heretoare for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser (to the extent permitted by Annex I), of each of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, upon the first Expiration Date (as it may be extended in accordance with Section 1.1(e)) upon which such conditions are satisfied or waived, cause the Acceptance Time to occur, and the Purchaser shall, and the Parent shall cause the Purchaser to, pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable (and in any event not more than three (3) Business Days) following the Acceptance Time. Merger Subsidiary The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid, without interest, subject to any applicable withholding taxes. To the extent any such amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, which approval may be withheld in Company’s sole discretion, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (other than adding consideration), (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition or the condition set forth in clause (b) of Annex I, (v) impose any condition or requirement on the Offer other than those set forth in Annex I, (vi) except as provided in Section 1.1(e), extend the Offer or (vii) otherwise amend the Offer in any manner that is adverse to the holder of Shares. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided, that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is not permitted by the terms of this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at midnight (New York City time) at the end of the day on the date that is twenty (20) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended as required by or otherwise permitted by 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 in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, any condition to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) has not been satisfied, or, where permitted by applicable Law, this Agreement and Annex I, waived by the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to), extend the Offer on one or more occasions, for successive periods of up to ten (10) Business Days each, the length of each such period (subject to such ten (10) Business Day maximum) to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the “SEC”) or its staff. If on or prior to any then scheduled Expiration Date, all the conditions to the Offer have been satisfied, or, where permitted by applicable Law, this Agreement and Annex I, waived by the Purchaser (other than conditions that, by their nature, are to make any change be satisfied at the Closing), and the full amount of the Debt Financing has not been funded and will not be available to be funded at the Acceptance Time, then the Purchaser shall have the right, in its sole discretion, to extend the Offer for one (1) period of up to ten (10) Business Days, so long as no such extension would result in the terms Offer being extended beyond the third (3rd) Business Day immediately preceding the Outside Date. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to extend the Offer beyond June 30, 2017 (the “Outside Date”). Nothing in this Section 1.1(e) shall be deemed to impair, limit or conditions otherwise restrict in any manner the right of Parent or the Offer, provided that no change may be made that, Company to terminate this Agreement pursuant to ARTICLE VII hereof. (f) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, waives except if this Agreement is terminated pursuant to ARTICLE VII. If this Agreement is terminated pursuant to ARTICLE VII, the Minimum ConditionPurchaser shall promptly (and in any event within 48 hours of such termination), changes irrevocably and unconditionally terminate the form of consideration Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to be paid, decreases the price per Share or the number purchase of Shares sought in the Offer or imposes conditions Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the Offer in addition to those set forth in Annex I. If all registered holders thereof. (i) As soon as practicable on the date of the conditions to the Offer are not satisfied or waived on any scheduled expiration date commencement of the Offer, Merger Subsidiary the Purchaser shall extend file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). (ii) The Purchaser may, in its sole discretion, provide guaranteed delivery procedures for the tender of Shares in the Offer. (iii) The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Securities Act and the Exchange Act. (iv) The Company shall promptly furnish to Parent and the Purchaser in writing all information concerning the Company and its Subsidiaries and stockholders that may be required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Offer Documents. (v) The Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Purchaser agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Securities Act or the Exchange Act. (vi) The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (vii) In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time until from the SEC or its staff with respect to the Offer Documents promptly after receipt of such conditions are satisfied comments, and any written or waivedoral responses thereto. (viii) The Company and its counsel shall be given a reasonable opportunity to review any such written responses and the Purchaser shall give due consideration to the reasonable additions, provided that Merger Subsidiary deletions or changes suggested thereto by the Company and its counsel. (ix) Notwithstanding the foregoing, Parent and the Purchaser’s obligations pursuant to the immediately preceding three sentences shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asapply if an Adverse Recommendation Change has occurred.

The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than five U.S. business days following the public announcement of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance Except 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the CompanyMajority Lenders, waives the Minimum ConditionBorrower must not: (i) increase, changes or do anything which might result in an increase of, the form cash element of consideration the offer price for the Target Shares to be paid, decreases the price per Share or the number of Shares sought in which the Offer or imposes conditions the Squeeze-Out Offer relates above a price per share of NOK 340; (ii) amend or vary any other term or condition of the Offer or the Squeeze-Out Offer in any material respect; (iii) do or permit to be done (otherwise than on the instructions of the Norwegian authorities) anything which would cause any material term or condition of the Offer or the Squeeze-Out Offer to be regarded as having been waived, withdrawn or satisfied; (iv) save as required by the Norwegian authorities, waive, withdraw or fail to enforce any material term or condition of the Offer or the Squeeze-Out Offer; (v) issue any press release or make any statement or announcement which makes reference to the Offer in addition Facility or to those set forth in Annex I. If some or all of the conditions Finance Parties or to the Finance Documents, unless required by law, the Code, the Norwegian Stock Exchange (in which case the Borrower must notify the Agent as soon as practicable upon becoming aware of the requirement). (b) The Borrower must: (i) comply with the Code (subject to any waivers granted by the Norwegian Stock Exchange), and all other applicable statutes, laws and regulations relevant in the context of the Offer are or the Squeeze-Out Offer; (ii) promptly supply to the Agent: (A) copies of all documents, certificates, notices or announcements received or issued by it (or on its behalf) in relation to the Offer; (B) at the time of giving any Utilisation Request for a Loan to be used to acquire any Shares a copy of a contract note from the broker or certificate from the broker as to the levels of acceptances of the Offer for cash consideration and as to the amounts actually paid or due to be paid to shareholders; and (C) any other information regarding the Offer as the Agent may reasonably request; (c) If the Borrower becomes aware of a circumstance or event which if not satisfied waived, would entitle Borrower (with the Norwegian Stock Exchange’s consent, if needed) to lapse or waived on any scheduled expiration date of withdraw the Offer, Merger Subsidiary shall extend it must promptly notify the Agent. (d) The Borrower must ensure it will promptly give notice to the Agent of the occurrence of the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, asExpiry Date.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would result been terminated in a failure to satisfy any accordance with Article VIII hereof and none of the conditions events set forth in Annex I heretohereto (the "TENDER OFFER CONDITIONS") shall have occurred, as promptly as practicable after the date hereof, but in no event later than five U.S. the fifth business days following day from the public announcement of the execution date of this Agreement, Merger Subsidiary the Purchaser shall, and Parent shall cause the Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) an offer to purchase all outstanding Common Shares at the Offer Price and shall file all necessary documents with the Securities and Exchange Commission (the "OfferSEC") to purchase (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance connection 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, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum ConditionOFFER DOCUMENTS") and ). The obligation of the Purchaser to accept for payment or pay for any Common Shares tendered pursuant thereto will be subject only to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any satisfaction of the conditions to the Tender Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without Conditions. (b) Without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes Purchaser shall not (i) impose conditions to the Offer in addition to those set forth the Tender Offer Conditions, (ii) modify or amend the Tender Offer Conditions or any other term of the Offer in Annex I. If a manner adverse to the holders of Common Shares, (iii) reduce the number of Common Shares subject to the Offer, (iv) reduce the Offer Price, (v) except as provided in the following sentence, extend the Offer, if all of the Tender Offer Conditions are satisfied or waived, or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, extend the Offer at any time, and from time to time, (i) if at the then-scheduled expiration date of the Offer any of the conditions to the Purchaser's obligation to accept for payment and pay for all Common Shares shall not have been satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer; or (iii) if all Tender Offer Conditions are not satisfied or waived on any scheduled but the number of Common Shares tendered is at least equal to 75%, but less than 90%, of the then-outstanding number of Common Shares, for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of the Offerthis sentence. So long as this Agreement is in effect, Merger Subsidiary shall extend the Offer from time to time until such conditions are has been commenced and the Tender Offer Conditions have not been satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary Purchaser shall, and Parent shall cause it the Purchaser to, accept cause the Offer not to expire, subject, however, to the Purchaser's and Parent's rights of termination under this Agreement. Parent and the Purchaser shall comply with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act. (c) Parent and the Purchaser represent that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws, and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 in writing for payment inclusion in the Offer Documents. Each of Parent and pay forthe Purchaser, ason the one hand, and the Company, on the other hand, 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 the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided On the terms and subject to the conditions of this Agreement and provided that nothing this Agreement shall not have occurred that would result been terminated in accordance with Article VIII, as 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), Parent shall cause Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer for all of the outstanding Company Shares (other than Excluded Shares) for a failure price per Company Share equal to satisfy the Offer Price (as adjusted as provided in Section 2.1(f)), paid net to the seller thereof in cash, without interest, subject to any deduction or withholding of Taxes required by applicable Law. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 promulgated under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”. (b) Subject to satisfaction or waiver by Merger Sub of the conditions set forth in Annex I hereto(the “Offer Conditions”), Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly soon as practicable (and in any event no later than three (3) Business Days) after the date hereofExpiration Date (such time, but in no event later than five U.S. business days following the public announcement “Acceptance Time”). The obligation of the execution of this Agreement, Merger Subsidiary shall commence an offer (the "Offer") Sub to purchase (i) all of the Common accept for payment Company Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Preferred Shares at a price equal tendered pursuant to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The Offer shall be subject only to the condition that there shall be validly tendered satisfaction or waiver (in accordance with the terms this Agreement) by Merger Sub of the Offer, prior to the expiration date each of the Offer Conditions (and shall not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis be subject to any other conditions). (the "Minimum Condition"c) Parent and to the other conditions set forth in Annex I hereto. Merger Subsidiary Sub expressly reserves reserve the right to waive any of the conditions to the Offer Conditions and to make any change in the terms of, or conditions of to, the Offer; provided, provided however, that no change may be made thatnotwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, waives neither Parent nor Merger Sub shall: (i) waive the Minimum Condition, changes 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; (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 to be paid, decreases the price per Share or the number of Shares sought payable in the Offer; or (vi) amend, modify or supplement any of the Offer Conditions or imposes conditions to terms of the Offer in addition to those a manner that adversely affects the holders of Company Common Stock. (d) Unless extended as required by this Agreement, the Offer shall expire at midnight (one minute following 11:59 p.m.) (New York City time) at the end of the twentieth (20th) Business Day (calculated as set forth in Annex I. If all of Rule 14d-1(g)(3) promulgated under the conditions to Exchange Act) after the Offer are not satisfied Commencement Date (the “Initial Expiration Date”), or waived on any scheduled expiration in the event the Initial Expiration Date has been extended as required by this Agreement, the date of and time to which the OfferOffer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended as required by this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) Merger Subsidiary Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time for any period required by any rule, regulation, interpretation or position of the SEC or its staff, the NYSE or NASDAQ that is applicable to time until such conditions are satisfied or waivedthe Offer; provided, provided that in no event shall Merger Subsidiary shall not Sub be required to extend the Offer beyond the date referred to in Section 10.01(b)(i). Subject to Outside Date (and shall not extend the foregoing and to Offer beyond the terms and conditions Outside Date without the written consent of the OfferCompany), 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 and Merger Subsidiary shallSub, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, the length of each such period to be determined by 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 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. (e) The Offer may be terminated or withdrawn prior to the Expiration Date, but only if this Agreement is validly terminated in accordance with Section 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 aggregate Merger Consideration. Nothing in this Section 2.1(f) shall be deemed to permit or authorize any party hereto to effect any such change that it to, accept for payment and pay for, asis not otherwise specifically authorized or permitted to be taken pursuant to this Agreement.