Common use of Withdrawal Rights Clause in Contracts

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11, 1999. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder, if different from that of the person who tendered such registration below Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Registrable AmountDepositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such noticeShare Certificates, the serial numbers shown on such Shareholders still seeking registration shall, by written notice Share Certificates must be submitted to the CompanyDepositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, elect unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to register additional Registrable Securitiesthe procedure for book-entry transfer as set forth in Section 3, when taken together any notice of withdrawal must also specify the number of the account at the Book-Entry Transfer Facility to be credited with elections the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to register Registrable Securities the form and validity (including time of receipt) of notices of withdrawal will be determined by each such other Shareholder seeking to register Registrable SecuritiesPurchaser, to satisfy the Registrable Amount or elect that such registration statement not in its sole discretion, whose determination will be filed orfinal and binding on all parties. None of Parent, if theretofore filed, be withdrawn. During such ten day periodPurchaser, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDealer Manager, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereof. Any registration statement withdrawn Information Agent or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.other person 8

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Units made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Units tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date of such registration statementExpiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after March 6, 2004. In If purchase of, or payment for, Units is delayed for any reason, including extension by the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Purchaser of the Company with respect Expiration Date, or if the Purchaser is unable to purchase or pay for Units for any reason (for example, because of proration adjustments) then, without prejudice to the Registrable Securities Purchaser's rights under the Offer, tendered Units may be retained by the Purchaser and may not so be withdrawn, except to the extent that tendering Unit Holders are otherwise entitled to withdrawal rights as set forth in this Section 5; providedsubject, however, that to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unit Holders the purchase price in respect of Units tendered promptly after termination or withdrawal of the Offer. For withdrawal to be effective, a written notice of withdrawal must be timely received by the Purchaser at its address listed on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person(s) who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Letter of Transmittal in the case same manner as the Letter of a Demand RegistrationTransmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amounthowever, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing procedures described in Section 3 herein at any time prior to the Expiration Date. All questions about the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser, which determination shall be final and binding. Neither the Purchaser nor any other person will be under any duty to give notice of any defects in any notice of withdrawal or incur any liability for failure to give any such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided below, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the effective date Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after February 10, 1998. For a withdrawal to be effective, a written, telegraphic, or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, and (if certificates for Shares have been tendered) the name of the registered holder of the Shares as set forth in the certificate, if different from that of the person who tendered such Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then prior to the physical release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering stockholder must also submit the applicable registration and such Registrable Securities shall continue serial numbers shown on the particular certificates evidencing the Shares to be Registrable Securities for all purposes withdrawn and the signature on the notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedmust be guaranteed by an Eligible Institution, however, that except in the case of a Demand RegistrationShares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer described herein, if such the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the appropriate Book-Entry Transfer Facility to be included in credited with the withdrawn Shares and otherwise comply with such registration below Book-Entry Transfer Facility's procedure. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Registrable AmountOffer, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice but may be retendered at any subsequent time prior to the CompanyExpiration Date by following any of the procedures described herein. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, elect to register additional Registrable Securitiesin its sole discretion, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy whose determination shall be final and binding. None of the Registrable Amount Purchaser or elect that such registration statement not be filed or, any of its affiliates or assigns (if theretofore filed, be withdrawn. During such ten day periodany), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give any notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after November 29, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Assignment Form. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Assignment Form in the same manner as the Assignment Form was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that in they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 10,000,000 Shares have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Shares to be included in purchased, the Purchaser will deem all Shares from Shareholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Shareholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Assignment Form with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.

Withdrawal Rights. Any Shareholder having notified or directed the Company Tenders of shares made pursuant to include our offer are irrevocable except that tendered shares may be withdrawn at any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective Expiration Date. If we extend our offer, are delayed in our acceptance for payment of shares or are unable to accept shares for payment pursuant to our offer for any reason, then, without prejudice to our rights under our offer, our Depositary may, nevertheless, on our behalf, retain tendered shares, and those shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. Any delay will be by an extension of our offer to the extent required by law. We may, without the consent of Convergent, extend our offer beyond 12:00 Midnight, New York City time, if, on the 60th day from the date of such registration statementthis document, any of the conditions to our offer, are not satisfied or waived, until that condition is satisfied or waived (except that the Minimum Condition may not be waived). In We have agreed to extend our offer from time to time until March 31, 2001 if, and to the event of any such withdrawalextent that, at the Expiration Date, the Company shall conditions to our offer have not include such Registrable Securities in been satisfied or waived. We may extend our offer after the applicable registration acceptance of shares for a further period of time by means of a subsequent offering period under Rule 14d-11 under the Exchange Act, of not more than twenty business days to meet the objective that there be validly tendered and such Registrable Securities shall continue not withdrawn prior to the Expiration Date a number of shares which, together with shares then owned by our Parent and us, represents at least 90% of the outstanding shares. If, during an extension for this purpose, you have previously tendered your shares, you will not be able to withdraw your shares. Under no circumstances will interest be paid on the purchase price for tendered shares, whether or not our offer is extended. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by our Depositary at one of its addresses set forth on the back cover page of this Agreementdocument. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in such registration below withdrawn and the Registrable Amountname of the registered holder of the shares, then if different from that of the Company shall as promptly as practicable give each Shareholder seeking person who tendered the shares. If stock certificates evidencing shares to register Registrable Securities notice be withdrawn have been delivered or otherwise identified to such effect andour Depositary, within ten days following the mailing of such noticethen, such Shareholders still seeking registration shall, by written notice prior to the Companyphysical release of the stock certificates, elect the serial numbers shown on the stock certificates must be submitted to register additional Registrable Securitiesour Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, when taken together unless the shares have been tendered for the account of an eligible guarantor institution. If shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "The Tender Offer--Procedures for Accepting Our Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesthe withdrawn shares. WE WILL DETERMINE, to satisfy the Registrable Amount or elect that such registration statement IN OUR SOLE DISCRETION, ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL. OUR DETERMINATION WILL BE FINAL AND BINDING. NEITHER WE, OUR PARENT, STC NOR ANY OF STC'S, OUR PARENT'S OR OUR RESPECTIVE AFFILIATES OR ASSIGNS, OUR DEALER MANAGER, OUR DEPOSITARY, OUR INFORMATION AGENT, OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY NOTIFICATION. Withdrawals of shares may not be filed orrescinded. If you have properly withdrawn shares they will be deemed not to have been validly tendered for purposes of our offer. However, if theretofore filed, withdrawn shares may be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company "The Tender Offer--Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesAccepting Our Offer and Tendering Shares."

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw that such Shares may be withdrawn at any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective date of such registration statementExpiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 18, 2001. In If the event of any such withdrawalOffer expires and the Purchaser chooses to provide for a Subsequent Offering Period thereafter, and all the conditions to the Offer have been met, the Company shall not include such Registrable Securities in Purchaser must pay for all Shares already tendered and immediately accept and pay for all Shares tendered during the applicable registration Subsequent Offering Period, and such Registrable Securities shall continue there will be no withdrawal rights during the Subsequent Offering Period. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name, address and taxpayer identification number of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shallShares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase, the notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. None of the Purchaser, the Depositary, the Information Agent, the Dealer Manager or any other person will be under duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date, or during a Subsequent Offering Period (if available), by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 hereof.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4--"Withdrawal Rights", tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after December 3, 1998. If purchase of such registration statementor payment for Shares is delayed for any reason or if the Offeror is unable to purchase or pay for Shares for any reason, then, without prejudice to the Offeror's rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Offeror and may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in this Section 4--"Withdrawal Rights", subject to Rule14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer. In For a withdrawal of Shares tendered pursuant to the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue Offer to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder, if different from the name of the person who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been tendered pursuant to the Companyprocedures for book-entry transfer set forth in Section 3--"Procedure for Tendering Shares", elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn Shares and must otherwise comply with such Book-Entry Transfer Facility's procedures. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Offeror, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesin its sole discretion, to satisfy and its determination will be final and binding on all parties. None of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodOfferor, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedParent, the Company shall not seek, and shall use commercially reasonable efforts to preventDealer Manager, the effectiveness thereofDepositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement Shares properly withdrawn or will be deemed not filed (a) in accordance with an election by validly tendered for purposes of the CompanyOffer, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company but may be retendered at any subsequent time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any postprocedures described in Section 3-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company -"Procedure for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesTendering Shares".

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after October 22, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Agreement of Assignment and Transfer. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in Section 3 at any time prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Shares tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after January 25, 1998. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares, or is unable to purchase Shares validly tendered pursuant to the event of Offer for any such withdrawalreason, then without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering Stockholders are entitled to withdrawal rights as described in this Section 4. Any such delay in acceptance for payment will be accompanied by an extension of the Offer to the extent required by law. See Section 1. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses or facsimile numbers set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered Stockholder, if different from that of the person who tendered such registration below Shares. If Share Certificates to be withdrawn have been delivered or otherwise identified to the Registrable AmountDepositary, then prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such noticecertificates, the serial numbers shown on such Shareholders still seeking registration shall, by written notice certificates must be submitted to the CompanyDepositary, elect and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to register additional Registrable Securitiesthe procedure for book-entry transfer as set forth in Section 3, when taken together any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to register Registrable Securities the Depositary by each any method of delivery described in the first sentence of this paragraph. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of Parent, Purchaser, any of their affiliates or assigns, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of Shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofrescinded. Any registration statement Shares properly withdrawn or will thereafter be deemed not filed (a) in accordance with an election by to have been validly tendered for purposes of the CompanyOffer. However, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn Shares may be re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demandprocedures described in Section 3. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities5.

Withdrawal Rights. Any Shareholder having notified Once each Co-Author has been vetted and admitted into the Work project, there will be no free option to leave this Agreement until a final decision from a journal has been obtained). Due to the inherent equitable share of work of the Co-Authors, there are no automatic refunds provided via the Platform. If a Co-Author becomes unwilling or directed unable to continue its participation into the Company Work (e.g. health problems), then its economic participation share will be prorated among the remaining Co-Authors. A Co-Author will have a term limit to include any or request its voluntary withdrawal from the Work, counted from the day the Work is presented as pre-print ready, until the day of the Work’s campaign closure, that is, when the Work is no longer available on the Platform for Co-Author admission. In such regard, once the Work management process is ongoing through the Platform (i.e. all of its Registrable Securities funds are deposited in a registration statement under escrow, and all Co-Authors are ready to being collaborating on the Securities Act shallWork), except in connection with a Block Trade Offeringup to the date when all Co-Authors are onboard the Work project, each Co-Author will have the right to withdraw request voluntary withdrawal with a refund of its participation’s monetary amount (less any taxes, expenses and ResearchCycle’s service fees). This withdrawal right will be duly negotiated and mutually agreed by all the Co-Authors, whom will be able to indicate their approval for the refund of their prorated monetary share, and in such notice or direction with respect to any or all case the participation monetary amount of the Registrable Securities designated retiring Co-Author will be adjusted. If the Co-Authors do not approve for a specific refund amount, then the economic participation share of the withdrawing Co-Author will be prorated among the remaining Co-Authors. The remaining Co-Authors will reflect the collaboration effort so far contributed by it for registration by giving written notice to such effect to the Company prior to lost Co-Author as per the effective date of such registration statementapplicable copyright laws. In the event that one Co-Author is unable to permanently continue or complete its collaboration of any such withdrawalthe Work due to force majeure, personal incapacitation or death reasons, the Company shall not include such Registrable Securities in others Co-Authors will complete the Work without the assistance or advice of the Co-Author who is unable to continue or complete its collaboration effort on the Work. In that event, the remaining Co-Authors will discuss modifying the relevant clauses of this Agreement to reflect the new proportion of Work we each will contribute, and, if we are unable to reach an agreement, to submit these negotiations to binding arbitration. The remaining Co-Authors will reflect the collaboration effort so far contributed by the lost Co-Author as per the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiescopyright laws.

Withdrawal Rights. Any Shareholder having notified It is a condition to our offer that the waiting period applicable under U.S. antitrust laws to our offer expire or directed be terminated. See "The Tender Offer--Acceptance for Payment and Payment for Shares" and "The Tender Offer--Conditions of Our Offer." The FTC and the Company to include any or all of its Registrable Securities in a registration statement Antitrust Division frequently scrutinize the legality under the Securities Act shallantitrust laws of transactions such as our proposed acquisition of shares pursuant to our offer. At any time before or after our purchase of shares pursuant to our offer, except the FTC or the Antitrust Division could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of shares pursuant to our offer or seeking the divestiture of shares purchased by us or the divestiture of substantial assets of Schlumberger, Convergent or their respective subsidiaries. The merger agreement provides that in connection with the receipt of any necessary approvals under the U.S. antitrust laws, neither Convergent nor any of Convergent's subsidiaries can divest or hold separate or otherwise take or commit to take any action that limits STC's or our freedom of action with respect of, or their ability to retain, Convergent or any of Convergent's subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of Convergent or any of its subsidiaries, without STC's prior written consent (which may be withheld in STC's sole and absolute discretion). Private parties and state attorneys general may also bring legal action under federal or state antitrust laws under certain circumstances. Based upon an examination of information available to STC relating to the businesses in which STC, Convergent and their respective subsidiaries are engaged, we and STC believe that our offer will not violate the antitrust laws. Nevertheless, there can be no assurance that a Block Trade Offeringchallenge to our offer on antitrust grounds will not be made or, have if a challenge is made, what the right result would be. See "The Tender Offer--Conditions of Our Offer" for the conditions to withdraw any such notice or direction our offer, including conditions with respect to any or all litigation. SHORT-FORM MERGER. Section 253 of the Registrable Securities designated Delaware General Corporation Law provides, among other things, that, if the parent corporation owns at least 90% of the outstanding shares of each voting class of a subsidiary corporation, the merger of the subsidiary corporation and the parent corporation may be effected by it for registration a resolution adopted and approved by giving written notice the board of directors of the parent corporation and the appropriate filings with the Delaware Secretary of State, without any action or vote on the part of the stockholders of the subsidiary corporation. Under the Delaware General Corporation Law, if we acquire at least 90% of Convergent's outstanding shares, we will be able to effect the merger without a vote of the other stockholders of Convergent. In such effect event, STC, our Parent, we and Convergent have agreed in the merger agreement to take all necessary and appropriate action to cause the Company prior merger to the become effective date as soon as practicable after such acquisition, without a meeting of such registration statementConvergent's stockholders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations that less than 90% of the Company with respect shares then outstanding are tendered pursuant to the Registrable Securities not offer, we may extend the offer for up to 20 business days so withdrawn; provided, however, that the merger may be consummated as described in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesparagraph.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all You may withdraw tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer at any time prior to the effective date Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after April 2, 2001, unless such Shares are accepted for payment and paid for as provided in this Offer to Purchase. If we extend the period of such registration statement. In time during which the event of Offer is open or are delayed in accepting for payment or paying for Shares pursuant to the Offer for any such withdrawalreason, then, without prejudice to our rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, on our behalf, retain all Shares tendered, and such Registrable Securities shall continue to Shares may not be Registrable Securities for all purposes withdrawn except as otherwise provided in this Section. To withdraw tendered Shares, a written or facsimile transmission notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedShares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, howeverand the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or Shares tendered by delivery of certificates, the requesting Demand Shareholders name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with respect to a Shelf Registration Statement or (c) the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in accordance with an election by the Company subsequent “The Offer — Procedures for Tendering Shares” at any time prior to the effectiveness Expiration Date. If we include a Subsequent Offering Period (as described in more detail in “The Offer — Extensions of the applicable Demand Registration statement because any post-effective amendment Tender Period; Termination; Amendment; Subsequent Offering Period”) following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period or supplement to Shares previously tendered in the Offer and accepted for payment. We will determine, in our sole discretion, all questions as to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Companyform and validity (including time of receipt) of any notice of withdrawal, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder and our determination shall be required final and binding. None of the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to promptly reimburse the Company give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for all expenses incurred by the Company in connection with preparing for the registration of failure to give any such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by the Company pursuant to the Offer, may also be withdrawn at any time after 12:00 Midnight, New York City time, on June 29, 2001. For a withdrawal to be effective, a notice of withdrawal must be in written or facsimile transmission form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the name of the registered holder (if different from that of the person who tendered such Shares), the number of Shares tendered, and the number of Shares to be withdrawn. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering shareholder also must submit the applicable registration and such Registrable Securities shall continue serial numbers shown on the particular certificates for Shares to be Registrable Securities for all purposes withdrawn, and the signature on the notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that must be guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry tender set forth in Section 3, if such the notice of withdrawal shall reduce also must specify the name and the number of Registrable Securities sought the account at the applicable Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then withdrawn Shares and otherwise comply with the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing procedures of such notice, such Shareholders still seeking registration shall, by written notice to facility. None of the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company Information Agent, or any other person shall not file be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor shall any of them incur liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, notice. All questions as to the Company shall not seek, form and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed validity (aincluding time of receipt) in accordance with an election of notices of withdrawal will be determined by the Company, (b) in accordance with an election its sole discretion, which determination shall be final and binding. Withdrawals may not be rescinded, and any Shares withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Shares are properly retendered prior to the Expiration Date by following one of the Requesting Shareholders procedures described in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by Section 3. If the Company subsequent extends the Offer, is delayed in its purchase of Shares, or is unable to purchase Shares pursuant to the effectiveness of the applicable Demand Registration statement because Offer for any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse reason, then, without prejudice to the Company's rights under the Offer, shall the Depositary, subject to applicable law, may retain tendered Shares on behalf of the Company, and such Shares may not be counted as a Demand. If a Shareholder withdraws its notification or direction withdrawn except to the Company extent tendering shareholders are entitled to include Registrable Securities withdrawal rights as described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities4.

Withdrawal Rights. At any time prior to 5:00 P.M. Eastern Time on November 6, 2002 (or if the offer is extended, at any time prior to 5:00 P.M. Eastern Time on the new Expiration Date), and, if the Shares have not by then been accepted for payment by the Fund, at any time after December 5, 2002, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. To be effective, a written notice of withdrawal of Shares tendered must be timely received by the Depositary at the appropriate address set forth on the inside front cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 575-4826 (the recxxxx xx xxxxx may be confirmed by calling (781) 575-4816), and thx xxxxxxxx xxxice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any Shareholder notice of withdrawal must specify the name(s) of the person having notified or directed tendered the Company Shares to include any or all be withdrawn, the number of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right Shares to withdraw any such notice or direction with respect to any or be withdrawn (which may not be less than all of the Registrable Securities designated Shares tendered by it for registration by giving written notice to the shareholder) and, if one or more certificates representing such effect Shares have been delivered or otherwise identified to the Company Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the effective date release of such registration statement. In the event of any such withdrawalcertificate(s), the Company certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue thereafter be deemed to be Registrable Securities tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to may be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days re-tendered by following the mailing procedures described in Section 5 prior to 5:00 P.M. Eastern Time on the Expiration Date. Except as otherwise provided in this Section 6, tenders of such notice, such Shareholders still seeking registration shall, by written notice Shares made pursuant to the CompanyOffer will be irrevocable. NEITHER THE FUND, elect to register additional Registrable SecuritiesITS BOARD OF DIRECTORS, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable SecuritiesCSAM, to satisfy the Registrable Amount or elect that such registration statement not be filed orTHE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesNOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to ​ A stockholder may withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares tendered pursuant to the Company Offer at any time on or prior to the effective Expiration Date (i.e., at any time prior to one minute after 11:59 p.m., Eastern time on March 2, 2018, or, in the event the Offer is extended, on such date and time to which the Offer is extended). In addition, Shares may be withdrawn at any time after April 2, 2018, which is the 60th day after the date of such registration statementthe commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. In If we extend the event Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any such withdrawalreason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Company shall not include such Registrable Securities in the applicable registration Depositary may retain tendered Shares on our behalf, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. For a withdrawal of Shares to be Registrable Securities for all purposes effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Xxxxxx. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such registration below certificates must also be furnished to the Registrable Amount, then Depositary prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such notice, such Shareholders still seeking registration shall, by written notice certificates. All questions as to the Companyform and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, elect in its sole and absolute discretion, which determination shall be final and binding on all parties, subject to register additional Registrable Securitiesthe right of any tendering holder of Shares to dispute such determination in a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Celgene, when taken together with elections Purchaser, the Depositary, the Information Agent, the Dealer Manager or any of their respective affiliates or assigns or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of tenders of Shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekTABLE OF CONTENTS​ rescinded, and shall use commercially reasonable efforts any Shares properly withdrawn will be deemed not to preventhave been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the effectiveness thereofprocedures for tendering Shares described in “The Tender Offer—Section 3. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent Procedures for Tendering Shares” at any time prior to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or directed prior to the Company Expiration Date. For a withdrawal of Shares to include any or all be effective, a written notice of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction withdrawal with respect to any or all the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the Registrable Securities designated person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from that of the person who tendered those Shares. The signature(s) on the notice of withdrawal must be guaranteed by it an Eligible Institution, unless those Shares have been tendered for registration by giving written notice to such effect the account of any Eligible Institution. If Shares have been tendered pursuant to the Company procedures for book-entry transfer as set forth in Section 3—"Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on those certificates must also be furnished to the Depositary prior to the effective date physical release of such registration statementthose certificates. If a stockholder tenders Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, the stockholder must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of those Shares. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept for payment Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under this Offer, the Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and those Shares may not be withdrawn except to the extent that tendering stockholders exercise withdrawal rights as described in this Section 4 before the Expiration Date. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, properly withdrawn Shares may be retendered by following one of the procedures for tendering shares described in Section 3—"Procedures for Tendering Shares" at any time prior to the Expiration Date. In the event Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during that subsequent offering period. All questions as to the form and validity (including time of receipt) of any such withdrawalnotice of withdrawal will be determined by Purchaser, in its sole discretion. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of NRC, Purchaser or any of their respective affiliates or assigns, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file such registration statement if not theretofore filed orInformation Agent, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesgive that notification.

Withdrawal Rights. Any Shareholder having notified If, subject to the terms of the Merger Agreement, Purchaser makes a material change in the terms of the Offer or directed the Company information concerning the Offer, or if it waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer if and to include any or all of its Registrable Securities in a registration statement the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Securities Exchange Act shallor otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or the information concerning the tender offer, except other than a change in connection with the consideration offered or a Block Trade Offeringchange in the percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. With respect to a change in the consideration offered or a change in the percentage of securities sought, a tender offer generally must remain open for a minimum of 10 business days following such change to allow for adequate disclosure to stockholders. Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, to not accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer set forth in Section 13—"Conditions of the Offer" have not been satisfied or upon the occurrence of any of the events set forth in Section 13. Under certain circumstances, Opto Circuits and Purchaser may terminate the Merger Agreement and the Offer. Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, to delay acceptance of Shares and to delay payment for Shares pending receipt of any governmental regulatory approvals specified in Section 15. See Sections 13 and 15—"Conditions of the Offer" and "Certain Legal Matters," without prejudice to our rights set forth in Section 13—"Conditions of the Offer." The reservation by Purchaser of the right to withdraw any such notice delay the acceptance of or direction with respect payment for Shares is subject to any the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or all to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statementOffer. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Any extension of the Company with respect to Offer, waiver, amendment of the Registrable Securities not so withdrawn; providedOffer, howeverdelay in acceptance for payment or payment or termination of the Offer will be followed, that as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York time, on the next business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and 14e-1(d) under the Exchange Act. Without limiting the obligation of Purchaser under such rule or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a Demand Registrationpress release and making any appropriate filing with the Commission. Under Rule 14d-11 under the Exchange Act, we may provide a subsequent offering period upon expiration of the initial offering period of the Offer on the Expiration Date. A subsequent offering period would be an additional period of time of between 3 business days and 20 business days, beginning no later than 9:00 a.m., New York time, on the next business day following the expiration of the initial offering period of the Offer on the Expiration Date, during which stockholders may tender Shares not tendered in the Offer. A subsequent offering period, if such one is provided, is not an extension of the Offer, which already will have been completed. During a subsequent offering period, tendering stockholders will not have withdrawal shall reduce rights, and Purchaser will promptly purchase and pay for any Shares tendered during the number subsequent offering period at the same price paid in the Offer. Criticare has agreed to provide Purchaser with its list of Registrable Securities sought stockholders and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be included in such registration below mailed to record holders of Xxxxxx whose names appear on Criticare's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the Registrable Amountnames of whose nominees, then appear on the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed stockholder list or, if theretofore filedapplicable, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted who are listed as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities participants in a registration statement in accordance with this Section 3.4clearing agency's security position listing, such Shareholder shall be required for subsequent transmittal to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration beneficial owners of such Registrable SecuritiesShares.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after July 12, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Agreement of Assignment and Transfer. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in Section 3 at any time prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after August 14, 2000, or at such later time as may apply if the Offer is extended. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such registration statementShares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described below. In Any such delay will be an extension of the event Offer to the extent required by law. Under no circumstances will interest on the Offer Price be paid by the Purchaser, regardless of any such withdrawal, extension of the Company shall not include such Registrable Securities Offer or any delay in the applicable registration and such Registrable Securities shall continue making payment. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn, and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shall, by written notice Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the CompanyDepositary, elect then, prior to register additional Registrable Securitiesthe physical release of such Certificates, when taken together the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. Shares tendered pursuant to the procedure for book-entry transfer as set forth in "--Procedures for Tendering Shares" may be withdrawn only by means of the withdrawal procedures made available by the Book-Entry Transfer Facility, must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement withdrawn Shares and must otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be filed orrescinded without Purchaser's consent and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser in its sole discretion, if theretofore filed, which determination will be withdrawnfinal and binding. During such ten day periodNone of Purchaser or any of its affiliates, the Company shall not file Depositary, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofnotification. Any registration statement Shares properly withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent may be re-tendered at any time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company "--Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesTendering Shares."

Withdrawal Rights. You may withdraw Shares that you have previously tendered in the Offer at any time on or before the Expiration Date (including any extension of such date), and, unless theretofore accepted for payment as provided in this Offer to Purchase, you may also withdraw such Shares at any time after September 12, 2008. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to Purchaser’s rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on Purchaser’s behalf, retain Shares that you have tendered, and you may not withdraw your Shares, except to the extent that you are entitled to and duly exercise withdrawal rights as described in this Section 4 — “Withdrawal Rights.” Any Shareholder having notified such delay will be by an extension of the Offer to the extent required by applicable law and the regulations of the SEC. In order for your withdrawal to be effective, you must deliver a written or directed facsimile transmission notice of withdrawal to the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses or fax numbers set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover of this Offer to withdraw any Purchase. Any such notice or direction with respect of withdrawal must specify your name, the number of Shares that you wish to any or all withdraw, and (if Share Certificates have been tendered) the name of the Registrable Securities designated by it for registration by giving written notice to such effect registered holder of Shares as shown on the Share Certificate, if different from your name. If Share Certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statement. In Share Certificates, you must submit the event serial numbers shown on the particular Share Certificates evidencing Shares to be withdrawn and an Eligible Institution must Medallion guarantee the signature on the notice of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of a Demand Registration, if such Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Shares, in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities which case a notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice withdrawal will be effective if delivered to the CompanyDepositary by any method of delivery described in the first sentence of this paragraph. You may not rescind a withdrawal of Shares. Any Shares that you withdraw will be considered not validly tendered for purposes of the Offer, elect but you may tender your Shares again at any time before the Expiration Date by following any of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.” All questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesin its sole discretion, to satisfy the Registrable Amount which determination will be final and binding. None of Parent, Purchaser or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person or entity will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give any notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, or directed as provided by applicable law, tenders of Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to include the Offer may be withdrawn at any or all time prior to the Expiration Time. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after December 11, 2023, the 60th day after commencement of the Offer, until Purchaser accepts your Shares for payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written notice of withdrawal at one of its Registrable Securities addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in a registration statement under which the Securities Act shallShare Certificates are registered, except if different from the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in connection Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with a Block Trade Offeringthe withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, have then, prior to the right physical release of such Share Certificates, the name of the holder(s) of record and the serial numbers shown on such Share Certificates must also be furnished to withdraw the Depositary. Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Time. Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such notice or direction determination will be final and binding, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event subsequent judgment of any such withdrawalcourt. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, Xxxxx or any of their respective affiliates or assigns, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise stated in this Section 3, tenders of Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to include the Offer may be withdrawn at any or all of its Registrable Securities in time prior to 12:00 Midnight, New York City time, on the Expiration Date (which is initially March 6, 1996) and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after April 6, 1996. In addition, if a registration statement under tender offer by another bidder (other than the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any Company) is commenced for some or all of the Registrable Securities designated by it Shares and the Purchaser has received notice or otherwise has knowledge of the commencement of such competing offer, then any Shares of the same class as those for registration by giving written notice to which such effect other offer is commenced which have been tendered pursuant to the Company Offer and have not theretofore been accepted for payment by the Purchaser in accordance with the terms of the Offer may be withdrawn on the date of, and for 10 business days after, the commencement (other than commencement by public announcement) of such competing offer. To be effective, a written, telegraphic, telex or facsimile notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of 5 8 withdrawal must specify the name of the tendering stockholder, the number of Shares to be withdrawn and the names in which the certificate(s) evidencing the Shares to be withdrawn are registered, if different from that of the tendering stockholder. If the certificate(s) have been delivered to the Depositary, then, prior to the effective date release of such registration statement. In certificate(s), the event serial numbers shown on such certificate(s) must be submitted and the signature(s) on the notice of withdrawal must be guaranteed by a firm which is a member of the Medalion Signature Guarantee Program or by any other "Eligible Guarantor Institution" as such term is defined in Rule 17Ad-15 under the Exchange Act (collectively, "Eligible Institutions"), unless such Shares have been tendered for the account of any such withdrawalEligible Institution. If Shares have been tendered pursuant to the procedures for book-entry tender as set forth in Section 4, any notice of withdrawal must specify the Company shall not include such Registrable Securities in name and number of the applicable registration and such Registrable Securities shall continue account at the appropriate Book-Entry Transfer Facility to be Registrable Securities credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding. Any Shares properly withdrawn will be deemed not to be validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations Withdrawal of Shares may not be rescinded as any Shares properly withdrawn will thereafter be deemed not validly tendered for any purposes of the Company with respect to the Registrable Securities not so withdrawn; providedOffer. Withdrawn Shares may be retendered, however, that by again following one of the procedures for tendering described in the case Section 4 of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought this Offer to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Purchase at any time prior to the CompanyExpiration Date. If the Purchaser is delayed in its acceptance for payment of Shares, elect or is unable to register additional Registrable Securitiesaccept for payment Shares pursuant to the Offer for any reason, when taken together with elections then, without prejudice to register Registrable Securities by each the Purchaser's rights under this offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares until the expiration or termination of the Offer, and such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent except to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement extent that tendering stockholders are entitled to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted withdrawal rights as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities set forth in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3. 4.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after June 20, 2011, which is the 60th day after the date of the commencement of the Offer. For a withdrawal to be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share certificates evidencing Shares to be withdrawn have been delivered or direction otherwise identified to the Depositary, then, prior to the physical release of such Share certificates, the serial numbers shown on such Share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered from a DRS Account, the applicable notice of withdrawal must also specify the name and number of the DRS Account to be credited with such withdrawn Shares, and if Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. No withdrawal rights will apply to Shares tendered during a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” We will determine, in our sole discretion, all questions as to the Company prior form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding, subject to the effective date of such registration statement. In the event right of any such withdrawalparty to dispute such determination in a court of competent jurisdiction. None of Purchaser, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofnotification. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case 8 Table of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.Contents

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by the Company pursuant to the Offer, may also be withdrawn at any time after June 28, 1999. If the Company extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to the Company's rights under the Offer, the Company shall not include such Registrable Securities in Depositary may, nevertheless, on behalf of the applicable registration Company, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. For a withdrawal to be Registrable Securities for all purposes effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shall, by written notice Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the CompanyDepositary, elect then, prior to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each the physical release of such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodShare Certificates, the Company shall not file serial numbers shown on the Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such registration statement if not theretofore filed orShares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares", if such registration statement has been theretofore filed, any notice of withdrawal must specify the Company shall not seek, name and shall use commercially reasonable efforts number of the account at the Book-Entry Transfer Facility. All questions as to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed form and validity (aincluding time of receipt) in accordance with an election of any notice of withdrawal will be determined by the Company, (b) in accordance with an election by the Requesting Shareholders in the case its sole discretion, whose determination will be final and binding. None of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be counted as a Demand. If a Shareholder withdraws its notification or direction re-tendered at any time prior to the Company to include Registrable Securities Expiration Date by following one of the procedures described in a registration statement in accordance with this "THE TENDER OFFER -- Section 3.4, such Shareholder shall be required to promptly reimburse 3. Procedures for Accepting the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesOffer and Tendering Shares".

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 6, tenders of shares of OpticNet common stock in the Company to include any or all Offer are irrevocable. Shares of its Registrable Securities OpticNet common stock that are tendered in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Offer may be withdrawn pursuant to the Company procedures described below at any time prior to the effective Expiration Date of the Offer and shares that are tendered may also be withdrawn at any time after September 15, 2003 unless accepted for payment on or before that date of such registration statementas provided in this Offer to Purchase. In the event that the Purchaser provides for a subsequent offering period following the successful completion of any the Offer, (i) no withdrawal rights will apply to shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in the applicable registration Offer and such Registrable Securities shall continue accepted for payment. For a withdrawal of shares of OpticNet common stock previously tendered in the Offer to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase, specifying the obligations name of the Company with respect person having tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such shares have been tendered by an Eligible Institution, any and all signatures on the mailing notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If shares have been tendered pursuant to the Companybook-entry transfer procedures described in Section 5 of this Offer to Purchase, elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn shares and otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, when taken together with elections which determination will be final and binding. None of the Purchaser, BEI, OpticNet, the Depositary, the Information Agent or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of shares of OpticNet common stock may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofrescinded. Any registration statement shares withdrawn or will thereafter be deemed not filed (a) in accordance with an election by have to been validly tendered for purposes of the CompanyOffer. However, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn shares may be re-tendered at any time prior to the effectiveness Expiration Date of the applicable Demand Registration statement because any post-effective amendment or supplement to Offer by following one of the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities5 hereof.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, You may withdraw Warrants that you have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect previously tendered pursuant to the Company Offer at any time prior to the effective date Expiration Date. Except as this “Section 4. Withdrawal Rights” otherwise provides, tenders of such registration statementWarrants are irrevocable. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written notice of withdrawal must (i) be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and (ii) specify the obligations name of the Company with respect person having tendered the Warrants to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Warrants to be included in such registration below withdrawn and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking registered holder of the Warrants to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed orwithdrawn, if theretofore filed, be withdrawn. During such ten day period, different from the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness name of the applicable Demand Registration statement because any post-effective amendment person who tendered the Warrants. To be effective, a notice of withdrawal must be in written, telegraphic or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demandtelex form. If a Shareholder withdraws its notification Warrant holder has used more than one Letter of Transmittal or direction has otherwise tendered Warrants in more than one group of Warrants, the Warrant holder may withdraw Warrants using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included. If Warrant certificates to be withdrawn have been delivered or otherwise identified to the Company Depositary, then, prior to include Registrable Securities the physical release of those certificates, the Warrant holder must submit the serial numbers shown on those certificates to the Depositary and, unless an eligible institution has tendered those Warrants, an eligible institution must guarantee the signatures on the notice of withdrawal. If Warrants have been delivered in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration Table of such Registrable Securities.Contents

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offeringthat such Shares may be withdrawn at any time prior to the Expiration Date and, have unless theretofore accepted for payment by Purchaser pursuant to the right Offer, may also be withdrawn at any time after January 11, 2003. No withdrawal rights will apply to withdraw Shares tendered into any such notice or direction Subsequent Offering Period and no withdrawal rights apply during any Subsequent Offering Period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1 (Terms of the Registrable Securities designated Offer) of this Offer to Purchase. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by it for registration by giving written the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name, address and taxpayer identification number of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such effect Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statementShare Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. In If Shares have been tendered pursuant to the event procedure for book-entry transfer as set forth in Section 3 (Procedures for Accepting the Offer and Tendering Shares) of this Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. All questions as to the form and validity (including time of receipt) of any such withdrawalnotice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. None of the Purchaser, the Company shall Depositary, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. WITHDRAWALS OF SHARES MAY NOT BE RESCINDED. Any Shares properly withdrawn will thereafter be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities have been validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect However, withdrawn Shares may be re-tendered at any time prior to the obligations Expiration Date or during any Subsequent Offering Period by following one of the Company with respect procedures described in Section 3 (Procedures for Accepting the Offer and Tendering Shares) of this Offer to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesPurchase.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company offer may be withdrawn according to include the procedures set forth below at any or all time before the Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser in the offer, may also be withdrawn at any time after August 30, 2009. Pursuant to Rule 14d-7 of its Registrable Securities the Exchange Act, no withdrawal rights will apply to Shares tendered in a registration statement under “subsequent offering period” and no withdrawal rights apply during the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction “subsequent offering period” with respect to any Shares tendered in the offer and accepted for payment. For a withdrawal to be effective, a written or all facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this offer to purchase and must specify the name of the Registrable Securities designated person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by it an Eligible Institution. If Shares have been tendered according to the procedures for registration book-entry transfer as set forth in Section 3—“Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the offer. However, withdrawn Shares may be retendered by giving written notice following one of the procedures described in Section 3—“Procedure for Tendering Shares” at any time before the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding, subject to such effect parties disputing such determination in a court of competent jurisdiction. None of the Purchaser, LabCorp, the Depositary, the Dealer Manager, the Information Agent, Monogram or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. The method for delivery of any documents related to a withdrawal is at the Company prior risk of the withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the effective date of such registration statementDepositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company Offer may be withdrawn according to include the procedures set forth below at any time before the Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser in the Offer, may also be withdrawn at any time after April 16, 2007. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at its Registrable Securities address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3—“Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3—“Procedure for Tendering Shares” at any time before the Expiration Date. No withdrawal rights will apply to Shares tendered in a registration statement Subsequent Offering Period under Rule 14d-11 of the Securities Act shallExchange Act, except and no withdrawal rights apply during a Subsequent Offering Period under Rule 14d-11 with Table of Contents respect to Shares tendered in connection with a Block Trade Offeringthe Offer and previously accepted for payment. See Section 1—“Terms of the Offer.” All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, have in its sole discretion, which determination will be final and binding. None of the right Purchaser, Cytyc, the Depositary, the Information Agent, Adeza or any other person will be under any duty to withdraw give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notice or direction with respect notification. The method for delivery of any documents related to any or all a withdrawal is at the risk of the Registrable Securities designated withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by it for registration the Depositary. If delivery is by giving written notice to such effect to the Company prior to the effective date of such registration statementmail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to A stockholder may withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares tendered pursuant to the Company Offer at any time prior to the effective Expiration Date (i.e., at any time prior to 12:00 midnight, Eastern time on October 9, 2020, or, in the event the Offer is extended, on such date and time to which the Offer is extended). In addition, pursuant to Section 14(d)(5) of the Exchange Act, Shares may be withdrawn at any time after November 12, 2020, which is the 60th day from the date of such registration statementthe commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. In If we extend the event Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any such withdrawalreason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Company shall not include such Registrable Securities in the applicable registration Depositary may retain tendered Shares on our behalf, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. For a withdrawal of Shares to be Registrable Securities for all purposes effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Xxxxxx. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the Table of Contents account to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such registration below certificates must also be furnished to the Registrable Amount, then Depositary prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such notice, such Shareholders still seeking registration shall, by written notice certificates. All questions as to the Companyform and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, elect in its sole and absolute discretion, which determination shall be final and binding on all parties, subject to register additional Registrable Securitiesthe right of any tendering holder of Shares to dispute such determination in a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Nestlé, when taken together with elections Purchaser, the Depositary, the Information Agent or any of their respective affiliates or assigns or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of tenders of Shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekrescinded, and shall use commercially reasonable efforts any Shares properly withdrawn will be deemed not to preventhave been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the effectiveness thereofprocedures for tendering Shares described in “The Tender Offer—Section 3. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent Procedures for Tendering Shares” at any time prior to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after August 4, 2012. For withdrawal to be effective date a written or facsimile transmission notice of such registration statement. In withdrawal must be timely received by the event of any such withdrawal, Depositary at the Company shall not include such Registrable Securities address or the facsimile number set forth in the applicable registration attached Agreement of Assignment and Transfer. Any such Registrable Securities shall continue notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. If purchase of, or payment for, Shares is delayed for all purposes any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of this Agreement. No their control, (such withdrawal shall affect as obtaining the obligations execution of the Company with respect to the Registrable Securities not so withdrawn; providedselling shareholder’s custodian, however, that in the case of a Demand Registrationshares held in an IRA account, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register or obtaining additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect documents from tendering shareholders that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall may be required to promptly reimburse process the Company for all expenses incurred transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Company Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in connection with preparing this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Shares properly withdrawn will be deemed not to be validly tendered for purposes of the registration of such Registrable SecuritiesOffer. Withdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after April 25, 1996. If the purchase of such registration statementor payment for Shares is delayed for any reason or if the Offeror is unable to purchase or pay for Shares for any reason, then, without prejudice to the Offeror's rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Offeror and may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name in which the certificates representing such registration below Shares are registered, if different from that of the Registrable Amountperson who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking physical release of such certificates, the serial numbers shown on such certificates must be submitted to register Registrable Securities notice to such effect the Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been tendered pursuant to the Companyprocedure for book-entry transfer set forth in Section 3, elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn Shares. All questions as to the form and validity (including timeliness and receipt) of notices of withdrawal will be determined by the Offeror, when taken together with elections to register Registrable Securities by each such in its sole discretion, and its determination will be final and binding on all parties. The Offeror, BUSA, the Parent, the Dealer Manager, the Depositary, the Information Agent or any other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement person will not be filed or, if theretofore filed, be withdrawn. During under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofnotification. Any registration statement Shares properly withdrawn or will be deemed not filed (a) in accordance with an election by validly tendered for purposes of the CompanyOffer, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company but may be retendered at any subsequent time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demandprocedures described in Section 3 herein. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities5.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right A partner may elect to withdraw from the partnership at any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration time by giving written notice to of such effect election to the Company managing partner at least six (6) months prior to the effective date of withdrawal. Any partner of a partnership partner or shareholder of a corporate partner may exercise this withdrawal right and no withdrawal of any partner from this partnership shall terminate this partnership. The managing partner will promptly mail copies of any withdrawal notice to all of the partners. Each partner agrees that in the event the provisions of the second sentence of this Section 8 conflict with any provision of any agreement or document regulating or restricting the internal management rights of a particular partner, such registration statementas Bylaws, Stockholders Agreements or Partnership Agreements, then the provisions of the second sentence of this Section 8 shall control and to that extent such documents or agreements are hereby deemed amended. In the event of any such withdrawal, the Company withdrawing partner shall be entitled to receive the then existing assets subject to the then existing liabilities of the profit center or profit centers that were initially contributed by that partner as well as any assets subject to any liabilities subsequently acquired by that profit center. Unless otherwise agreed, the withdrawing partner shall be required to assume any recourse liabilities of the profit center being distributed. The withdrawing partner shall also be entitled to receive an additional distribution based on the value of any assets and liabilities not include such Registrable Securities in allocated to a profit center or division. In determining the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes amount of this Agreementdistribution, all such non-allocated assets shall be revalued to reflect fair market value and the capital accounts of all partners shall be adjusted to reflect how such gain or loss would have been allocated under Section 6.01 if such non-allocated assets had been sold. No An amount of cash (or cash and non-allocated assets) shall then be distributed to such withdrawal shall affect partner equal to such partner’s capital account as so adjusted and increased by any non-allocated liabilities assumed by the obligations withdrawing partner and decreased by any non-allocated liabilities from which such partner is deemed to have been relieved because of the Company with respect to distribution. To the Registrable Securities not so withdrawn; provided, however, that extent any withdrawing partner has a deficit in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall its capital account as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement adjusted in accordance with this Section 3.48, such Shareholder shall it will be required to promptly reimburse restore such deficit to the Company for all expenses incurred by partnership at the Company in connection with preparing for the registration time of such Registrable Securitieswithdrawal.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Offer Expiration Time. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after February 21, 2020 if Purchaser has not accepted them for payment by the end of February 21, 2020. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of Table of Contents the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyOffer Expiration Time. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding. No withdrawal of Shares shall be deemed to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Parent or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4 or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the effective date Expiration Date and, unless theretofore accepted for payment and paid for by Purchaser pursuant to the Offer, may also be withdrawn at any time after January 29, 1999. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such registration statement. In notice of withdrawal must specify the event name of any such withdrawal, the Company shall not include such Registrable Securities in person who tendered the applicable registration and such Registrable Securities shall continue Shares to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been delivered pursuant to the Companyprocedures for book-entry transfer as set forth in Section 3, elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn Shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be filed orrescinded, if theretofore filedand any Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by again following one of the procedures described in Section 3 at any time on or prior to the Expiration Date. During such ten day periodAll questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding. None of Purchaser, Parent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedPaying Agent, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares tendered pursuant to the Company Offer may be withdrawn at any time prior to the effective expiration of the Offer and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after February 2, 2016, which is the 60th day after the date of such registration statementthe commencement of the Offer. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shall, by written notice Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the CompanyDepositary, elect then, prior to register additional Registrable Securitiesthe physical release of such Share Certificates, when taken together the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 —“Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement withdrawn Shares. Withdrawals of Shares may not be filed orrescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, if theretofore filedwithdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. Table of Contents We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and our determination will be withdrawnfinal and binding. During such ten day periodNone of Purchaser, Parent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notice of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 28, 2011, which is the 60th day after the date of the commencement of the Offer. For a withdrawal to be effective, a written or directed facsimile notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or direction otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. No withdrawal rights will apply to Shares tendered during a subsequent offering period and no withdrawal rights will apply during a subsequent offering period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” We will determine, in our sole discretion, all questions as to the Company prior to the effective date form and validity (including time of such registration statement. In the event receipt) of any such withdrawalnotice of withdrawal and our determination will be final and binding. None of the Purchaser, Parent, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file Information Agent, AST or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after July 21, 2013. For withdrawal to be effective date a written or facsimile transmission notice of such registration statement. In withdrawal must be timely received by the event of any such withdrawal, Depositary at the Company shall not include such Registrable Securities address or the facsimile number set forth in the applicable registration attached Agreement of Assignment and Transfer. Any such Registrable Securities shall continue notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. If purchase of, or payment for, Shares is delayed for all purposes any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of this Agreement. No their control, (such withdrawal shall affect as obtaining the obligations execution of the Company with respect to the Registrable Securities not so withdrawn; providedselling shareholder’s custodian, however, that in the case of a Demand Registrationshares held in an IRA account, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register or obtaining additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect documents from tendering shareholders that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall may be required to promptly reimburse process the Company for all expenses incurred transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Company Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in connection with preparing this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Shares properly withdrawn will be deemed not to be validly tendered for purposes of the registration of such Registrable SecuritiesOffer. Withdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after May 27, 2012. For withdrawal to be effective date a written or facsimile transmission notice of such registration statement. In withdrawal must be timely received by the event of any such withdrawal, Depositary at the Company shall not include such Registrable Securities address or the facsimile number set forth in the applicable registration attached Agreement of Assignment and Transfer. Any such Registrable Securities shall continue notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. If purchase of, or payment for, Shares is delayed for all purposes any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of this Agreement. No their control, (such withdrawal shall affect as obtaining the obligations execution of the Company with respect to the Registrable Securities not so withdrawn; providedselling shareholder’s custodian, however, that in the case of a Demand Registrationshares held in an IRA account, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register or obtaining additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect documents from tendering shareholders that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall may be required to promptly reimburse process the Company for all expenses incurred transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Company Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in connection with preparing this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Shares properly withdrawn will be deemed not to be validly tendered for purposes of the registration of such Registrable SecuritiesOffer. Withdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer will be irrevocable, except in connection with a Block Trade Offering, have the right to withdraw that Shares tendered may be withdrawn at any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective date Expiration Date, and, unless previously accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn on or after September 18, 2000. For a withdrawal of such registration statementShares tendered to be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. In Any notice of withdrawal must specify the event name of any such withdrawalthe person who tendered the Shares to be withdrawn, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue number of Shares to be Registrable Securities for all purposes of this Agreement. No withdrawn and the name(s) in which the certificate(s) representing such withdrawal shall affect the obligations Shares are registered, if different from that of the Company with respect person who tendered such Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Registrable Securities not so Depositary, the name of the registered holder and the serial numbers shown on the particular certificates evidencing such Shares to be withdrawn must also be furnished to the Depositary prior to the physical release of the Shares to be withdrawn; provided, however, that . The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 2, if such any notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at DTC to be included credited with such withdrawn Shares and must otherwise comply with DTC's procedures. If Purchaser extends the Offer, is delayed in its acceptance for payment of any Shares tendered, or is unable to accept for payment or pay for Shares tendered pursuant to the Offer, for any reason whatsoever, then, without prejudice to Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such registration below Shares may not be withdrawn except to the Registrable Amountextent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described in this Section. Any such delay will be accompanied by an extension of the Offer to the extent required by law. Withdrawals of tenders of Shares may not be rescinded, then and Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect andOffer. However, within ten days withdrawn Shares may be retendered by again following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in Section 2 at any time prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount Expiration Date or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of during a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesSubsequent Offering Period.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless accepted for payment by Designs, Inc. as provided in this Offer to Purchase, may also be withdrawn after 5:00 p.m., Eastern time, on January 12, 2001. For a withdrawal to be effective, the Depositary must receive (at its address set forth on the back cover of this Offer to Purchase) a notice of withdrawal in written or directed facsimile transmission form on a timely basis. Such notice of withdrawal must specify the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all name of the Registrable Securities designated by it for registration by giving written notice person who tendered the shares to be withdrawn, the number of shares tendered, the number of shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such effect shares. If the certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering stockholder must also submit the applicable registration serial numbers shown on the particular certificates evidencing the shares and such Registrable Securities shall continue to the signature on the notice of withdrawal must be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that guaranteed by an Eligible Institution (except in the case of a Demand Registrationshares tendered by an Eligible Institution). If shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, if such the notice of withdrawal shall reduce must specify the name and the number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then withdrawn shares and otherwise comply with the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing procedures of such noticefacility. If Designs, such Shareholders still seeking registration shallInc. extends the offer, by written notice is delayed in its purchase of shares or is unable to purchase shares pursuant to the Companyoffer for any reason, elect then, without prejudice to register additional Registrable SecuritiesDesigns, when taken together with elections Inc.'s rights under the offer, the Depositary may, subject to register Registrable Securities by each applicable law, retain on behalf of Designs, Inc. all tendered shares, and such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement shares may not be filed orwithdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4, if theretofore filedsubject to Rule 13e-4(f)(5) under the Securities Exchange Act, which provides that the issuer making the tender offer shall either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity, including time of receipt, of notices of withdrawal will be withdrawndetermined by Designs, Inc., in its sole discretion, which determination shall be final and binding on all parties. During such ten day periodNone of Designs, Inc., the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekDepositary or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and shall use commercially reasonable efforts none of them will incur any liability for failure to preventgive any such notice. Withdrawals may not be rescinded, the effectiveness thereof. Any registration statement and any shares properly withdrawn or will thereafter be deemed not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness tendered for purposes of the applicable Demand Registration statement because offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following any post-effective amendment or supplement to of the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Tenders of the Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after September 29, 2000. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. Any Shareholder having notified such delay will be accompanied by an extension of the Offer to the extent required by law. For a withdrawal to be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Certificates evidencing Shares to be withdrawn have been delivered or direction otherwise identified to the Depositary, then, prior to the physical release of such Certificates, the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares or must otherwise comply with DTC's procedures. Withdrawals of tenders of Shares may not be rescinded, and Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following the procedures described in "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares" at any time prior to the Expiration Date or during a Subsequent Offering Period. No withdrawal rights will apply to Shares tendered during a Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to any or all of Shares tendered in the Registrable Securities designated by it Offer and accepted for registration by giving written notice to such effect payment. All questions as to the Company prior to the effective date form and validity (including time of such registration statement. In the event receipt) of any such withdrawalnotice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, Parent, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDealer Manager, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Has the Company Offer been approved by the Board of Directors of TubeMogul? Yes. The TubeMogul Board has unanimously adopted resolutions: (i) determining that the Merger Agreement, including the Offer, the Merger and the other transactions contemplated thereby, are fair to include any or all and in the best interests of TubeMogul and its Registrable Securities stockholders; (ii) electing that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"); (iii) adopting and approving the Merger Agreement, declaring the advisability of the Merger Agreement and approving the transactions contemplated thereby, including the Offer and the Merger, in a registration statement accordance with the requirements of the DGCL; (iv) approving the execution, delivery and performance by TubeMogul of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; and (v) recommending that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. More complete descriptions of the reasons for the TubeMogul Board's recommendation and approval of, the Offer and the Merger are set forth in TubeMogul's Solicitation/Recommendation Statement on ix Schedule 14D-9 (the "Schedule 14D-9") to be filed by TubeMogul with the SEC under the Securities Exchange Act shall, except and mailed to you and other stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings "Background of the Offer" and "Reasons for Recommendation of the TubeMogul Board." If Shares tendered pursuant to the Offer are purchased by Purchaser, will TubeMogul continue as a Block Trade Offeringpublic company? No. We expect to complete the Merger as promptly as practicable following the consummation of the Offer. Once the Merger takes place, have TubeMogul will be a subsidiary of Adobe. Following the Merger, we intend to cause TubeMogul to be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act. See Section 13 — "Certain Effects of the Offer." Will a meeting of TubeMogul's stockholders be required to approve the Merger? No. Section 251(h) of the DGCL provides that, unless expressly required by its certificate of incorporation, no vote of stockholders will be necessary to authorize the merger of a constituent corporation whose shares are listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the applicable agreement of merger by such constituent corporation if, subject to certain statutory provisions: • the agreement of merger expressly permits or requires that the merger shall be effected by Section 251(h) of the DGCL and provides that such merger be effected as soon as practicable following the consummation of the tender offer; • an acquiring corporation consummates a tender offer for any and all of the outstanding stock of such constituent corporation (other than any shares held by the constituent corporation, the corporation making such offer, any person that owns, directly or indirectly, all of the outstanding stock of the corporation making the offer, and any direct or indirect wholly-owned subsidiaries of any of the foregoing); • following the consummation of the tender offer, the acquiring corporation holds at least the amount of shares of each class of stock of such constituent corporation that would otherwise be required to adopt the agreement of merger for such constituent corporation; and • each outstanding share of each class or series of stock of the constituent corporation that is the subject of and not irrevocably accepted for purchase in the offer is converted in such merger into the same consideration for their stock in the merger as was payable in the tender offer. If the conditions to the Offer and the Merger are satisfied or waived (to the extent waivable), we are required by the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL without a meeting of TubeMogul's stockholders and without a vote or any further action by the stockholders. If I do not tender my Shares but the Offer is consummated, what will happen to my Shares? If the Offer is consummated and certain other conditions are satisfied, Purchaser is required under the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL. At the effective time of the Merger (the "Effective Time"), all of the then issued and outstanding Shares (other than (i) Shares held in the treasury of TubeMogul and Shares owned by Purchaser, Adobe or any wholly-owned subsidiary of Adobe or of TubeMogul immediately prior to the Effective Time, or (ii) Shares held by any stockholder that is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder's rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted in the Merger into the right to withdraw any such notice or direction with respect receive an amount in cash equal to the Offer Price, without interest thereon and subject to any or all required tax withholding (the "Merger Consideration"). If the Merger is completed, TubeMogul's stockholders who do not tender their Shares in the Offer (other than stockholders who properly exercise appraisal rights) will receive the same amount of cash per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the Offer is consummated and the Merger is completed, the only differences to you between tendering your Shares and not tendering your Shares in the Offer are that (i) you will be paid earlier if you tender your Shares in the Offer and (ii) appraisal rights will not be available to you if you tender Shares in the Offer, but will be available to you in the Merger if you do not tender Shares in the Offer. See Section 17 — "Appraisal Rights." However, if the Offer is consummated but the Merger is not completed, the number of TubeMogul's stockholders and the number of Shares that are still in the hands of the Registrable Securities designated public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, in such event, it is possible that TubeMogul will be delisted from the Nasdaq Global Select Market, will no longer be required to make filings with the SEC under the Exchange Act, or will otherwise not be required to comply with the rules relating to publicly held companies to the same extent as it is now. See the "Introduction" to this Offer to Purchase, Section 11 — "The Merger Agreement; Other Agreements" and Section 13 — "Certain Effects of the Offer." What will happen to my stock options and restricted stock units (if any) in the Offer? The Offer is being made only for Shares, and not for outstanding stock options or restricted stock units issued by it TubeMogul. Holders of outstanding vested but unexercised stock options or restricted stock units issued by TubeMogul may participate in the Offer only if they first exercise such stock options or become vested in such restricted stock units and settle them for registration Shares in accordance with the terms of the applicable equity incentive plan and other applicable agreements of TubeMogul and tender the Shares, if any, issued upon such exercise or in connection with such vesting and settlement. Any such exercise or settlement should be completed sufficiently in advance of the Expiration Date to assure the holder of such outstanding stock options or restricted stock units that the holder will have sufficient time to comply with the procedures for tendering Shares described below in Section 3 — "Procedures for Accepting the Offer and Tendering Shares." At the Effective Time, by giving written notice virtue of the Merger and without any action on the part of any holder of any outstanding stock option, each stock option that is outstanding, unexercised and vested (or required to vest as a result of the Merger), subject to the terms and conditions set forth in the Merger Agreement, will terminate and be cancelled at the Effective Time and each holder of such stock option will be entitled to receive from TubeMogul, and will receive as soon as practicable following the Effective Time, in settlement of each such stock option an Option Cash Amount. The "Option Cash Amount" will be equal to the net amount of (i) the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share otherwise issuable upon exercise of such stock option, multiplied by (B) the number of Shares subject to such effect stock option, less (ii) any applicable withholdings for taxes. Notwithstanding the foregoing, if the exercise price per Share of any stock option equals or exceeds the Merger Consideration, effective as of the Effective Time, such stock option shall automatically be cancelled, without any consideration being payable in respect thereof, and have no further force or effect. The Merger Agreement also provides that, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of any outstanding restricted stock unit, each restricted stock unit that is outstanding, unsettled and vested (or required to vest as a result of the Merger), subject to the Company terms and conditions set forth in the Merger Agreement, will terminate and be canceled at the Effective Time and each holder of such restricted stock unit will be entitled to receive from TubeMogul, and will receive as soon as practicable following the Effective Time, in settlement of each such restricted stock unit an RSU Cash Amount. The "RSU Cash Amount" will be equal to the product of (i) the total number of Shares issuable in settlement of the restricted stock unit immediately prior to the effective date Effective Time (taking into account any acceleration of vesting), multiplied by (ii) the Merger Consideration, less any applicable withholdings for Taxes. The Merger Agreement also provides that at the Effective Time, by virtue of the Merger and without any action on the part of any holder of any outstanding stock option: (i) each stock option that is outstanding, unexercised, has an exercise price per share that is less than the Merger Consideration and is not vested (or required to vest as a result of the Merger) (an "Unvested In-the-Money Option") and is held by a current employee of TubeMogul or any subsidiary of TubeMogul as of immediately prior to the Effective Time; and (ii) each restricted stock unit that is outstanding and is not vested (or required to vest as a result of the Merger) and is held by a current employee of TubeMogul or any subsidiary of TubeMogul as of immediately prior to the Effective Time (each, an "Unvested RSU"), shall, in the case of each of clauses "(i)" and "(ii)," be assumed or replaced and become: (A) in the case of each such Unvested In-the-Money Option, a stock option to purchase shares of the Common Stock, par value $0.0001 per share, of Adobe ("Adobe Common Stock") and (B) in the case of each Unvested RSU, a restricted stock unit in respect of shares of Adobe Common Stock. The Merger Agreement provides that from and after the Effective Time: (i) each Unvested In-the-Money Option assumed or replaced by Adobe may be exercised solely for shares of Adobe Common Stock; (ii) the number of shares of Adobe Common Stock underlying each such Unvested In-the-Money Option shall be determined by multiplying the number of Shares underlying such Unvested In-the-Money Option by the Conversion Ratio, and rounding the resulting number down to the nearest whole number of shares of Adobe Common Stock; (iii) the per-share exercise price for the Adobe Common Stock issuable upon exercise of each such Unvested In-the-Money Option shall be determined by dividing: (A) the exercise price per share of such registration statement. In Unvested In-the-Money Option by (B) the event Conversion Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) subject to the terms of the stock option agreement by which such Unvested In-the-Money Option is evidenced, any restriction on the exercise of such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities Unvested In-the-Money Option shall continue to be Registrable Securities for all purposes in full force and effect and the term, exercisability, vesting schedule and other provisions of this Agreement. No such withdrawal Unvested In-the-Money Option shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawnotherwise remain unchanged; provided, however, that Adobe's board of directors or a committee thereof shall succeed to the authority and responsibility of the TubeMogul Board or any committee thereof with respect to such Unvested In-the-Money Option. The Merger Agreement also provides that from and after the Effective Time: (A) each Unvested RSU assumed or replaced by Adobe will, upon the vesting thereof, become a restricted stock unit in the case respect of a Demand Registration, if such withdrawal shall reduce shares of Adobe Common Stock; (B) the number of Registrable Securities sought shares of Adobe Common Stock underlying such Unvested RSU shall be determined by multiplying: (1) the number of shares of Company Common Stock underlying such Unvested RSU by (2) the Conversion Ratio, and rounding the resulting number down to be included the nearest whole number of shares of Adobe Common Stock; and (C) any restriction on the vesting or settlement or issuance of shares under such Unvested RSU shall continue in full force and effect, and the term, vesting schedule and other provisions of such registration below Unvested RSU shall otherwise remain unchanged; provided, however, that Adobe's board of directors or a committee thereof shall succeed to the Registrable Amountauthority and responsibility of the TubeMogul Board or any committee thereof with respect to such Unvested RSU. For purposes of the Merger Agreement, "Conversion Ratio" means a fraction having: (a) a numerator equal to the Merger Consideration; and (b) a denominator equal to the average of the closing sale prices of a share of Adobe Common Stock as reported on the Nasdaq Global Select Market for the 10 consecutive trading day period ending on the second business day prior to the date of the closing of the transactions contemplated by the Merger Agreement (the "Closing Date"); provided, however, that if, between the date of the Merger Agreement and the Effective Time, the outstanding shares of TubeMogul common stock or Adobe Common Stock 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 other similar transaction, then the Conversion Ratio shall be appropriately adjusted. The Merger Agreement provides that Adobe shall not assume any TubeMogul stock options or restricted stock units, or substitute any TubeMogul stock options or restricted stock units with an equivalent option, restricted stock unit or right, held by any individual who, at the Effective Time, is not a current employee of TubeMogul or any subsidiary of TubeMogul (each, a "Non-Company shall Employee"). Each unvested stock option held by a Non-Company Employee as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice immediately prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not Effective Time shall be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, accelerated and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) treated as a vested stock option in accordance with an election the Merger Agreement. Each unvested restricted stock unit held by a Non-Company Employee as of immediately prior to the Company, (b) Effective Time shall be accelerated and treated as a vested restricted stock unit in accordance with an election by the Requesting Shareholders in Merger Agreement. See Section 11 — "The Merger Agreement; Other Agreements." What is the case market value of my Shares as of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.recent date?

Withdrawal Rights. Any Shareholder having notified or directed Tenders of BACs made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except that BACs tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in connection with this Offer to Purchase, may also be withdrawn at any time after December 14, 1998. For a Block Trade Offeringwithdrawal to be effective, have a written or facsimile transmission notice of withdrawal must be timely received by the Purchaser at the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name(s) of the person(s) who tendered the BACs to be withdrawn, the number of BACs to be withdrawn and the name(s) of the registered holder(s) of the BACs, if different from that of the person(s) who tendered such BACs. Such notice of withdrawal must also be signed by the same person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed (including, if applicable, medallion signature guarantees). If the BACs are held in the name of two or more persons, all such persons must sign the notice of withdrawal. Any BACs properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be re-tendered at any subsequent time prior to the Expiration Date by following the procedures described in Section 3 ("Procedures for Tendering BACs"). If, for any reason whatsoever, acceptance for payment of any BACs tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for BACs tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Purchaser may, nevertheless, retain tendered BACs and such BACs may not be withdrawn except to the extent that the tendering BACs holder is entitled to and duly exercises withdrawal rights as described herein. The reservation by the Purchaser of the right to withdraw delay the acceptance or purchase of or payment for BACs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or return BACs tendered by or on behalf of BACs holders promptly after the termination or withdrawal of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. None of the Purchaser, any of its affiliates or assigns, if any, or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this section, tenders of ADSs and Ordinary Shares are irrevocable. Tenders of ADSs and Ordinary Shares pursuant to the Offer may be withdrawn in accordance with the procedures set forth below at any time before the Expiration Time, and unless previously accepted for payment and paid for by the Offeror pursuant to the Offer, may be withdrawn at any time after April 13, 2002. Withdrawals of tenders of ADSs and Ordinary Shares may not be rescinded, and any ADSs and Ordinary Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, the Offer may be accepted again in respect of the withdrawn ADSs and Ordinary Shares by the holder re-tendering those ADSs and Ordinary Shares by following one of the procedures described in "The Offer - Procedures For Tendering ADSs and Ordinary Shares" at any time before the Expiration Time. For purposes of the Offer, a withdrawal of ADSs is considered to be a withdrawal of the underlying Ordinary Shares. Withdrawals may be made in whole or directed in part. Withdrawal of ADSs. For a withdrawal of ADSs to be effective, a written or facsimile notice of withdrawal of such ADSs must be received by the Company to include any or all Depositary before the Expiration Time at one of its Registrable Securities addresses set forth on the back cover page of this Offer. Any such notice must specify the name of the person who tendered the ADSs to be withdrawn and (if ADRs have been tendered) the name of the registered holder, if different from that of the person who tendered the ADSs evidenced by such ADRs. If ADRs evidencing ADSs to be withdrawn have been delivered or otherwise identified to the Depositary, then before the physical release of such ADRs, the certificate numbers shown on the particular ADRs evidencing the ADSs to be withdrawn must be submitted to the Depositary, and the signature(s) on the form of withdrawal must be guaranteed by an Eligible Institution, unless interests in a registration statement under ADSs evidenced by ADRs have been tendered for the Securities Act shall, except account of an Eligible Institution. If ADSs evidenced by ADRs to be withdrawn have been tendered pursuant to the procedure for book-entry transfer as set forth in connection with a Block Trade Offering, have the right to withdraw "The Offer - Procedures For Tendering ADSs and Shares," any such notice or direction with respect to any or all of withdrawal must also specify the name and number of the Registrable Securities designated by it for registration by giving written account at the Book- Entry Transfer Facility to be credited with the withdrawn ADSs, in which case a notice to such effect of withdrawal will be effective if delivered to the Company Depositary as provided herein prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Time.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except as otherwise provided in connection with a Block Trade Offeringthis Section 4. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, have unless already accepted for payment by the Purchaser as provided in this Offer To Purchase, may also be withdrawn at any time after December 28, 1999. If the Purchaser extends the Offer, is delayed in its purchase of or payment for Shares, or is unable to purchase or pay for Shares for any reason then, without prejudice to the rights of the Purchaser, tendered Shares may be retained by the Depositary on behalf of the Purchaser and may not be withdrawn, except to the extent that tendering Stockholders are entitled to withdrawal rights as set forth in this Section 4. The reservation by the Purchaser of the right to withdraw any delay the acceptance or purchase of or payment for Shares is subject to the terms of the Merger Agreement and provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of Stockholders promptly after the termination or withdrawal of the Offer. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer To Purchase. Any such notice or direction with respect to any or all of withdrawal must specify the name of the Registrable Securities designated by it for registration by giving written notice persons who tendered the Shares to such effect be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered the Shares. If Certificates representing Shares have been delivered or otherwise identified to the Company Depositary then, prior to the effective date release of such registration statement. In the event of any such withdrawalCertificates, the Company shall not include such Registrable Securities in tendering Stockholder must also submit the applicable registration and such Registrable Securities shall continue serial numbers shown on the particular Certificates representing the Shares to be Registrable Securities for all purposes withdrawn, and the signature on the notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that must be guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered for the account of an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, if such the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the applicable Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then the Company shall withdrawn Shares. All questions as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Companyform and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, elect in its sole discretion, which determination will be final and binding on all parties. No withdrawal of Shares will be deemed to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy have been made properly until all defects and irregularities have been cured or waived. None of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodParent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedPurchaser, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereofInformation Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failing to give such notification. Any registration statement Shares properly withdrawn or will be deemed not filed (a) in accordance with an election by validly tendered for purposes of the CompanyOffer, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company but may be tendered at any subsequent time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 above.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after Saturday, April 1, 2017 if Purchaser has not accepted them for payment by the end of Saturday, April 1, 2017. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding. No withdrawal of Shares shall be deemed to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Xxxxx or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereofgive notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case Table of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.Contents

Withdrawal Rights. Any Shareholder having notified or directed the Company Tenders of shares made pursuant to include our offer are irrevocable except that tendered shares may be withdrawn at any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective Expiration Date. If we extend our offer, are delayed in our acceptance for payment of shares or are unable to accept shares for payment pursuant to our offer for any reason, then, without prejudice to our rights under our offer, our Depositary may, nevertheless, on our behalf, retain tendered shares, and those shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. Any delay will be by an extension of our offer to the extent required by law. We may, without the consent of Convergent, extend our offer beyond 12:00 Midnight, New York City time, if, on the 60th day from the date of such registration statementthis document, any of the conditions to our offer, are not satisfied or waived, until that condition is satisfied or waived (except that the Minimum Condition may not be waived). In We have agreed to extend our offer from time to time until March 31, 2001 if, and to the event of any such withdrawalextent that, at the Expiration Date, the Company shall conditions to our offer have not include such Registrable Securities in been satisfied or waived. We may extend our offer after the applicable registration acceptance of shares for a further period of time by means of a subsequent offering period under Rule 14d-11 under the Exchange Act, of not more than twenty business days to meet the objective that there be validly tendered and such Registrable Securities shall continue not withdrawn prior to the Expiration Date a number of shares which, together with shares then owned by our Parent and us, represents at least 90% of the outstanding shares. If, during an extension for this purpose, you have previously tendered your shares, you will not be able to withdraw your shares. Under no circumstances will interest be paid on the purchase price for tendered shares, whether or not our offer is extended. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by our Depositary at one of its addresses set forth on the back cover page of this Agreementdocument. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in such registration below withdrawn and the Registrable Amountname of the registered holder of the shares, then if different from that of the Company shall as promptly as practicable give each Shareholder seeking person who tendered the shares. If stock certificates evidencing shares to register Registrable Securities notice be withdrawn have been delivered or otherwise identified to such effect andour Depositary, within ten days following the mailing of such noticethen, such Shareholders still seeking registration shall, by written notice prior to the Companyphysical release of the stock certificates, elect the serial numbers shown on the stock certificates must be submitted to register additional Registrable Securitiesour Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, when taken together unless the shares have been tendered for the account of an eligible guarantor institution. If shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "The Tender Offer--Procedures for Accepting Our Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesthe withdrawn shares. WE WILL DETERMINE, to satisfy the Registrable Amount or elect that such registration statement IN OUR SOLE DISCRETION, ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL. OUR DETERMINATION WILL BE FINAL AND BINDING. NEITHER WE, OUR PARENT, STC, SCHLUMBERGER NOR ANY OF SCHLUMBERGER'S, STC'S, OUR PARENT'S OR OUR RESPECTIVE AFFILIATES OR ASSIGNS, OUR DEALER MANAGER, OUR DEPOSITARY, OUR INFORMATION AGENT, OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY NOTIFICATION. Withdrawals of shares may not be filed orrescinded. If you have properly withdrawn shares they will be deemed not to have been validly tendered for purposes of our offer. However, if theretofore filed, withdrawn shares may be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company "The Tender Offer--Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesAccepting Our Offer and Tendering Shares."

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Shares tendered pursuant to the Company Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by us pursuant to the Offer, may also be withdrawn at any time after January 19, 2002. For a withdrawal of Shares to be effective, a written facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the recordholder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If certificates have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers shown on such certificates must also be furnished to the Depositary as aforesaid prior to the physical release of such registration statementcertificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3 at any time prior to the Expiration Date. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under this Offer, the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in this Section 4. In the event of any we provide a Subsequent Offering Period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities Subsequent Offering Period or to Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. An INXN shareholder may properly withdraw INXN shares tendered pursuant to the offer at any time prior to the expiration time. On and after the expiration time, INXN shareholders that have tendered their shares pursuant to the offer will no longer be able to withdraw their shares and tenders of shares made pursuant to the offer will be irrevocable; provided, that, if Buyer has not yet accepted INXN shares tendered for exchange, any INXN shareholder may withdraw its tendered shares after the 60th day following commencement of the offer pursuant to Section 14(d)(5) of the Exchange Act. To properly withdraw previously tendered shares, INXN shareholders must instruct the exchange agent to arrange for the withdrawal of such shares by a written or facsimile transmission notice of withdrawal, which must be timely received by the exchange agent prior to the expiration time at the appropriate address set forth on the back cover of this document. Any Shareholder notice of withdrawal must specify the name of the person having notified tendered the INXN shares to be withdrawn, the number of tendered INXN shares to be withdrawn and the name of the holder of the tendered INXN shares to be withdrawn, if different from that of the person who tendered such shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal shall be determined by Xxxxx, in its sole discretion, which determination shall be final and binding, subject to any judgment of any court of competent jurisdiction. No withdrawal of tendered INXN shares shall be deemed to have been properly made until all defects and irregularities have been cured or directed the Company to include waived. None of Buyer or any or all of its Registrable Securities affiliates or assignees, the exchange agent, or any other person shall be under any duty to give notification of any defects or irregularities in a registration statement any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of INXN shares may not be rescinded, and any INXN shares properly withdrawn shall be deemed not to have been validly tendered for purposes of the offer. However, withdrawn INXN shares may be retendered by following one of the procedures for tendering described above. Appraisal Rights Neither INXN’s shareholders nor shareholders of Intrepid I are entitled under Dutch law or otherwise to appraisal or dissenters’ rights related to the Securities Act shall, except INXN shares or Intrepid I shares in connection with the offer or, subject to the following, the post-offer reorganization. Pursuant to Dutch law, a Block Trade Offeringshareholder who for its own account (or together with its group companies) owns at least 95% of the company’s issued capital may institute proceedings against the company’s other shareholders jointly for the transfer of their shares to that shareholder. The proceedings are held before the Enterprise Court of the Amsterdam Court of Appeal, have which may grant the right claim for squeeze-out in relation to withdraw any all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Court on the value of the shares to be transferred. As part of the post-offer reorganization, Xxxxx may initiate such notice proceedings in respect of Intrepid I shares or direction INXN shares. In the event Xxxxx initiates such proceedings, Xxxxx will request the Enterprise Chamber of the Amsterdam Court of Appeals to set the cash per share amount payable at the value of the per share offer consideration (adjusted for the legal merger or the conversion (as described herein), where applicable) at the time the offer consideration for INXN shares validly tendered is delivered. Buyer expects on this basis that pursuant to the compulsory acquisition non-tendering holders of INXN shares will receive for each INXN share not validly Table of Contents tendered a cash amount equal to the value of the per share offer consideration at the time the offer consideration for INXN shares validly tendered is delivered. DLR stockholders are not entitled to appraisal or dissenters’ rights with respect to any or all of the Registrable Securities designated by it for registration by giving written notice matters to such effect be considered and voted on at the DLR special meeting. Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares The following is a summary of the material U.S. federal income tax considerations to U.S. holders (as defined below) of INXN shares of the receipt of shares of DLR common stock pursuant to the Company prior offer and the post-offer reorganization and of the ownership and disposition of such shares of DLR common stock. This summary is for general information only and is not tax advice. The information in this summary is based on: • the Internal Revenue Code of 1986, as amended, which we refer to as the effective Code; • current, temporary and proposed U.S. Treasury regulations promulgated under the Code, which we refer to as the Treasury Regulations; • the legislative history of the Code; • administrative interpretations and practices of the Internal Revenue Service, which we refer to as the IRS; and • court decisions; in each case, as of the date of such registration statementthis prospectus. In the event of any such withdrawaladdition, the Company shall not include such Registrable Securities in the applicable registration administrative interpretations and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations practices of the Company IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the Registrable Securities particular taxpayers who requested and received those rulings. Future legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerations contained in this summary. Any such change could apply retroactively to transactions preceding the date of the change. We have not so withdrawn; providedrequested and do not intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the offer or the post-offer reorganization or DLR’s qualification as a REIT, howeverand the statements in this prospectus are not binding on the IRS or any court. Thus, we can provide no assurance that the tax considerations contained in this summary will not be challenged by the case IRS or will be sustained by a court if challenged by the IRS. This summary does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any U.S. federal tax laws other than U.S. federal income tax laws. This summary assumes that holders of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect INXN shares hold their INXN shares and, within ten days following the mailing offer or the post-offer reorganization, shares of such noticeDLR common stock as “capital assets” (generally, such Shareholders still seeking registration shallproperty held for investment within the meaning of Section 1221 of the Code). It does not address all U.S. federal income tax consequences that may be relevant to holders of INXN shares in light of their particular circumstances, by written notice including any tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, except where specifically noted, this discussion does not address the tax consequences relevant to the Companypersons subject to special rules, elect to register additional Registrable Securitiesincluding, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieswithout limitation: • banks, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekinsurance companies, and shall use commercially reasonable efforts to preventother financial institutions; • tax-exempt organizations or governmental organizations; • S corporations, the effectiveness thereof. Any registration statement withdrawn partnerships or not filed other entities or arrangements treated as partnerships for U.S. federal income tax purposes (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.and investors therein);

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior the Expiration Date. In addition, if we have not made payment for your Shares by October 20, 2013, you may withdraw them at any time until payment is made. For a withdrawal to be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice or direction with respect to any or all of withdrawal must specify the name of the Registrable Securities designated by it for registration by giving written notice person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such effect Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statementShare Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. In If Shares have been tendered pursuant to the event Table of Contents procedure for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any such notice of withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to determination will be Registrable Securities for all purposes of this Agreementfinal and binding. No such withdrawal of Shares shall affect the obligations be deemed to have been properly made until all defects and irregularities have been cured or waived. None of the Company with respect to the Registrable Securities not so withdrawn; providedPurchaser, however, that in the case Parent or any of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount their respective affiliates or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodassigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. However, a stockholder may withdraw Shares tendered pursuant to the Offer at any time prior to the effective date expiration time of such registration statementthe Offer as explained below. In the event Further, if Purchaser has not accepted Shares for payment by March 3, 2018, they may be withdrawn at any time prior to our acceptance for payment after that date. For a withdrawal of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue Shares to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such registration below certificates must also be furnished to the Registrable Amount, then Depositary prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such notice, such Shareholders still seeking registration shall, by written notice certificates. All questions as to the Companyform and validity (including time of receipt) of any notice of withdrawal will be determined by us, elect in our sole discretion, which determination will be final and binding. No withdrawal of Shares Table of Contents will be deemed to register additional Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, when taken together with elections Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of tenders of Shares may not be filed orrescinded, if theretofore filedand any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the expiration time of the Offer. During such ten day periodIf we extend the Offer, delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to our rights under the Offer, the Company shall not file such registration statement if not theretofore filed orDepositary may nevertheless, if such registration statement has been theretofore filedon our behalf, the Company shall not seekretain tendered Shares, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement such Shares may not be withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent except to the effectiveness extent that tendering stockholders exercise withdrawal rights as described in this Section 4 prior to the expiration time of the applicable Demand Registration statement because any post-effective amendment Offer or supplement to as otherwise required by Rule 14e-1(c) under the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExchange Act.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to include the procedures set forth below at any or all of its Registrable Securities in a registration statement under time prior to the Securities Act shallExpiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after March 13, 2000, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction as provided above with respect to any a Subsequent Offering Period. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the Registrable Securities designated by it person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for registration by giving written notice to such effect Shares have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statementcertificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 any time prior to the Expiration Date. In the event the Purchaser includes a Subsequent Offering Period following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period or to Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementnotification. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.12 15

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless accepted for payment by Telesoft as provided in this Offer to Purchase, may also be withdrawn after 12:00 Midnight, New York City time, on Monday, April 3, 2000. For a withdrawal to be effective, the Depositary must receive (at its address set forth on the back cover of this Offer to Purchase) a notice of withdrawal in written or directed facsimile transmission form on a timely basis. Such notice of withdrawal must specify the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all name of the Registrable Securities designated by it for registration by giving written notice person who tendered the shares to be withdrawn, the number of shares tendered, the number of shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such effect shares. If the certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering stockholder must also submit the applicable registration serial numbers shown on the particular certificates evidencing the shares and such Registrable Securities shall continue to the signature on the notice of withdrawal must be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that guaranteed by an Eligible Institution (except in the case of a Demand Registrationshares tendered by an Eligible Institution). If shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, if such the notice of withdrawal shall reduce must specify the name and the number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then withdrawn shares and otherwise comply with the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing procedures of such noticefacility. If Telesoft extends the offer, such Shareholders still seeking registration shall, by written notice is delayed in its purchase of shares or is unable to purchase shares pursuant to the Companyoffer for any reason, elect then, without prejudice to register additional Registrable SecuritiesTelesoft's rights under the offer, when taken together with elections the Depositary may, subject to register Registrable Securities by each applicable law, retain on behalf of Telesoft all tendered shares, and such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement shares may not be filed orwithdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4, if theretofore filedsubject to Rule 13e-4(f)(5) under the Securities Exchange Act, be withdrawnwhich provides that the issuer making the tender offer shall either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders Participants in the case of a Demand Registration or by Telesoft Corp. Profit Sharing Plan are not subject to the requesting Demand Shareholders foregoing procedures with respect to a Shelf Registration Statement or (c) shares attributable to their individual accounts under the Telesoft Corp. Profit Sharing Plan and instead should follow the procedures for withdrawal included in accordance with an election by the Company subsequent applicable letter furnished to such participants. All questions as to the effectiveness form and validity, including time of receipt, of notices of withdrawal will be determined by Telesoft, in its sole discretion, which determination shall be final and binding on all parties. None of Telesoft, the Depositary or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. Withdrawals may not be rescinded, and any shares properly withdrawn will thereafter be deemed not tendered for purposes of the applicable Demand Registration statement because offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following any post-effective amendment or supplement to of the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Any Shareholder having notified Without Xxxxx’s consent, there will not be a subsequent offering period for the Offer. If, subject to the terms of the Merger Agreement, we make a material change in the terms of the Offer or directed the Company information concerning the Offer, or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to include any or all of its Registrable Securities in a registration statement the extent required by Rules 14d-3(b)(1), 14d-4(d), 14d-6(c) and 14e-1 under the Securities Exchange Act shallor otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or the information concerning the tender offer, except other than a change in connection with the consideration offered or a Block Trade Offeringchange in the percentage of securities sought, have will depend upon the right to withdraw any such notice facts and circumstances, including the relative materiality of the terms or direction with information changes. With respect to any a change in the consideration offered or all a change in the percentage of securities sought, a tender offer generally must remain open for a minimum of 10 business days following the disclosure of such change to stockholders to allow for adequate disclosure to stockholders. We expressly reserve the right, in our sole discretion, subject to the terms and upon the conditions of the Registrable Securities designated by it Merger Agreement and the applicable rules and regulations of the SEC, to not accept for registration by giving written notice to such effect payment any Shares if, at the expiration of the Offer, any of the conditions to the Company prior to the effective date of such registration statementOffer set forth in “The Tender Offer—Section 14. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Conditions of the Company with respect to Offer” have not been satisfied. Under certain circumstances, Parent and Purchaser may terminate the Registrable Securities not so withdrawn; providedMerger Agreement and the Offer. Any extension, howeverwaiver or amendment of the Offer or termination of the Offer will be followed, that as promptly as practicable, by public announcement thereof, such announcement in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought an extension to be included issued not later than 9:00 a.m. Eastern Time on the next business day after the Expiration Time in accordance with the public announcement requirements of Rules 14d-3(b)(1), 14d-4(d) and 14e-1(d) under the Exchange Act. Without limiting our obligation under such registration below rule or the Registrable Amountmanner in which we may choose to make any public announcement, then we currently intend to make announcements by issuing a press release to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to PR Newswire (or such effect and, within ten days other national media outlet or outlets we deem prudent) and making any appropriate filing with the SEC. Promptly following the mailing purchase of such noticeShares in the Offer, such Shareholders still seeking registration shallwe expect to complete the Merger without a vote of the stockholders of Xxxxx pursuant to Section 251(h) of the DGCL. Xxxxx has agreed to provide us with its list of stockholders and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Xxxxx’s stockholder list and will be furnished to brokers, by written notice to dealers, commercial banks, trust companies and similar persons whose names, or the Companynames of whose nominees, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy appear on the Registrable Amount or elect that such registration statement not be filed stockholder list or, if theretofore filedapplicable, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted who are listed as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities participants in a registration statement in accordance with this Section 3.4clearing agency’s security position listing, such Shareholder shall be required for subsequent transmittal to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration beneficial owners of such Registrable SecuritiesShares.

Withdrawal Rights. Any Shareholder having notified You may only withdraw the eligible options that you have tendered in accordance with the provisions of this Section 6. You may withdraw the eligible options that you have tendered at any time before 5:00 p.m., Eastern Daylight Time, on _________, 2003. If we extend the offer beyond that time, you may withdraw your eligible options at any time until the extended expiration of the offer. In addition, unless we accept the eligible options that you have tendered before 12:00 midnight, Eastern Daylight Time, on __________, 2003, you may withdraw your eligible options after that date until they are accepted. To withdraw validly the eligible options that you have tendered, you must deliver to us at the following address or directed facsimile number a written notice of withdrawal (or facsimile thereof) with the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallrequired information, except in connection with a Block Trade Offering, while you still have the right to withdraw any such your eligible options: Xxxxxxx Homes, Inc. 0000 Xxxxxxx Xxxx Maryville, Tennessee 37804 Attention: Xxxxxx X. Xxxxxx, Secretary Xxxxxxxxx: (000) 000-0000 The notice or direction with respect of withdrawal must specify your name and your election to any or withdraw your tendered eligible options. You must withdraw all of the Registrable Securities designated eligible options that you have tendered; you may not withdraw only a portion of the eligible options that you have tendered. Any notice of withdrawal of a portion of your eligible options will be deemed to be a notice of withdrawal of all of your eligible options. You may not rescind any withdrawal. Following our receipt of a valid notice of withdrawal from you, all of your eligible options will thereafter be deemed not properly tendered for purposes of the offer, unless you properly elect to re-tender your eligible options before the expiration date by it submitting a new Election to Tender Eligible Options form to Xxxxxxx Homes at the above address or facsimile number. Neither Xxxxxxx Homes nor any other person is obligated to give notice of any defects or irregularities in any notice of withdrawal or re-tender, nor will anyone incur any liability for registration by giving written notice failure to give any such effect notice. We will make determinations, in our sole discretion, on all questions as to the Company prior to the effective date form and validity, including time of such registration statementreceipt, of notices of withdrawal or re-tender. In the event Our determination of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration these matters will be final and such Registrable Securities shall continue to be Registrable Securities for binding upon all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespersons.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after October 16, 2016 if Purchaser has not accepted them for payment by the end of October 16, 2016. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding. No withdrawal of Shares shall be deemed to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Parent, Oracle or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise described in this Section 3, tenders of Shares made in the Company to include Offer are irrevocable. You may withdraw Shares that you previously tendered in the Offer at any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective date of Expiration Date and, unless previously accepted for payment pursuant to the Offer, such registration statementShares may also be withdrawn at any time after July 11, 2000. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For your withdrawal to be Registrable Securities for all purposes effective, you must timely deliver to the Depositary at one of its addresses set forth on the back cover page of this AgreementOffer to Purchase a written, telegraphic or facsimile transmission notice of withdrawal. No such withdrawal shall affect This notice must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If Share Certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below Share Certificates, the Registrable Amount, then serial numbers shown on such Share Certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedure for book-entry transfer as set forth in Section 2, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. You may not rescind a withdrawal of Shares, and any Shares that you properly withdraw will be considered not validly tendered for purposes of the Offer. However, you may retender withdrawn Shares by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. If we extend the Offer or if we are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment of Shares) for Shares or we are unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 3. However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule l4e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities tendered by or on behalf of holders of securities promptly after the termination or withdrawal of such bidder's offer. If we provide a Subsequent Offering Period following the mailing of Offer, no withdrawal rights will apply to Shares tendered during such notice, such Shareholders still seeking registration shall, by written notice Subsequent Offering Period or to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders Shares tendered in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company Offer and accepted for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect shares are irrevocable. Shares tendered pursuant to the Company offer may be withdrawn pursuant to the procedures described below at any time prior to the effective expiration date of such registration statementand, unless theretofore accepted for payment and paid for by CRI Acquisition pursuant to the offer, may also be withdrawn at any time after October 2, 2000. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by Registrar and Transfer Company, as the depositary, at one of its addresses set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and must specify the obligations name of the Company with respect person having tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in such registration below withdrawn and the Registrable Amountname of the registered holder of the shares to be withdrawn, then if different from the Company shall as promptly as practicable give each Shareholder seeking name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to register Registrable Securities notice the depositary, then, prior to such effect the physical release of the certificates, the serial numbers shown on the certificates must be submitted to the depositary and, within ten days following unless the mailing shares have been tendered by an eligible institution, the signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an eligible institution. If shares have been delivered pursuant to the Companyprocedures for book-entry transfer as set forth in Section 3 of this Offer to Purchase, elect any notice of withdrawal must also specify the name and number of the account at the appropriate book-entry transfer facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement book-entry transfer facility's procedures. Withdrawals of tenders of shares may not be filed orrescinded, if theretofore filedand any shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the offer. However, withdrawn shares may be withdrawnretendered by again following one of the procedures described in Section 3 of this Offer to Purchase any time prior to the expiration date. During such ten day periodAll questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by CRI Acquisition, in its sole discretion, which determination will be final and binding. None of CRI Acquisition, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore fileddepositary, the Company shall not seek, and shall use commercially reasonable efforts information agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Units pursuant to the Company Offer are irrevocable, provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after July 5, 2008. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Letter of Transmittal. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed. In If purchase of, or payment for, Units is delayed for any reason or if the event Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Units properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that in they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 20,986 Units have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Units to be included in purchased, the Purchaser will deem all Units from Unitholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Unitholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Letter of Transmittal with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn at any time after July 14, 2000, unless accepted for payment. If Purchaser provides a Subsequent Offering Period, Shareholders may not withdraw Shares tendered in such Subsequent Offering Period or Shares tendered in the Offer and accepted for payment. If for any reason whatsoever acceptance for payment of such registration statement. In or payment for any Shares tendered pursuant to the event of any such withdrawalOffer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to Purchaser's rights set forth herein, the Company shall Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and those Shares may not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect withdrawn except to the Registrable Securities not so withdrawn; providedextent that the tendering Shareholder is entitled to exercise and duly exercises withdrawal rights, as described in this Section 4, subject, however, that to Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay for Shares tendered or to return those Shares promptly after termination or withdrawal of the Offer. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary (in accordance with the case Offer) at one of a Demand Registrationits addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder, if different from that of the person who tendered such registration below Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Registrable AmountDepositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such noticeShare Certificates, the serial numbers shown on such Shareholders still seeking registration shallShare Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time on or prior to the Expiration Date or the expiration of any Subsequent Offering Period, by written notice following one of the procedures described in Section 3. All questions as to the Companyform and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, elect to register additional Registrable Securitiesin its sole discretion, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieswhose determination will be final and binding. None of Purchaser, to satisfy the Registrable Amount Parent, any of their affiliates or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodassigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. However, a stockholder may withdraw Shares tendered pursuant to the Offer at any time prior to the effective expiration time of the Offer as explained below. Further, if Purchaser has not accepted Shares for payment by December 10, 2018, which is the 60th day after the date of such registration statementthe commencement of the Offer, they may be withdrawn at any time prior to our acceptance for payment after that date. In the event For a withdrawal of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue Shares to be Registrable Securities effective, a written notice (which for all purposes Eligible Institutions, may include notice by email) of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such registration below certificates must also be furnished to the Registrable Amount, then Depositary prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such notice, such Shareholders still seeking registration shall, by written notice certificates. All questions as to the Companyform and validity (including time of receipt) of any notice of withdrawal will be determined by us, elect in our sole discretion, which determination will be final and binding. No withdrawal of Shares will be deemed to register additional Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, when taken together with elections Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of tenders of Shares may not be filed orrescinded, if theretofore filedand any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the expiration time of the Offer. During such ten day periodIf we extend the Offer, delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to our rights under the Offer, the Company shall not file such registration statement if not theretofore filed orDepositary may nevertheless, if such registration statement has been theretofore filedon our behalf, the Company shall not seekretain tendered Shares, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement such Shares may not be withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent except to the effectiveness Table of Contents extent that tendering stockholders exercise withdrawal rights as described in this Section 4 prior to the expiration time of the applicable Demand Registration statement because any post-effective amendment Offer or supplement to as otherwise required by Rule 14e-1(c) under the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExchange Act.

Withdrawal Rights. Tenders of Shares made pursuant to the Offer may be withdrawn at any time on or before the Expiration Date. Thereafter, tenders are irrevocable, except that they may be withdrawn after the Expiration Date unless accepted for payment before that date as provided in this Offer to Purchase. If Purchaser extends the Offer, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf of Purchaser, retain all Shares tendered, and those Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as set forth in this Section 4. Any Shareholder having notified such delay in acceptance for payment will be accomplished by an extension of the Offer to the extent required by law. For a withdrawal to be effective, a written, telegraphic, telex or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have back cover of this Offer to Purchase. Any notice of withdrawal must specify the right to withdraw any such notice or direction with respect to any or all name of the Registrable Securities designated by it for registration by giving written notice person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such effect Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Company Depositary, then prior to the effective date physical release of such registration statementcertificates, the serial numbers shown on such certificates must be submitted to the Depositary, and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Shares have been tendered for the account of an Eligible Institution. In If Shares have been tendered pursuant to the event procedure for book-entry transfer set forth in Section 3, the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn shall thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered at any time before the Expiration Date by again following one of the procedures described in Section 3. All questions as to the form and validity (including time of receipt) of any such withdrawalnotice of withdrawal shall be determined by Purchaser in its sole discretion, which determination shall be final and binding. None of the Purchaser Group, any of their affiliates or assigns, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn Information Agent or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder other person shall be required under any duty to promptly reimburse the Company give notification of any defects or irregularities in any notice of withdrawal or incur any liability for all expenses incurred by the Company in connection with preparing for the registration of failure to give any such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after July 10, 2016 if Purchaser has not accepted them for payment by the end of July 10, 2016. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the Table of Contents number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding. No withdrawal of Shares shall be deemed to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Parent, Oracle or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of BACs made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except that BACs tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in connection with this Offer to Purchase, may also be withdrawn at any time after December 9, 1998. For a Block Trade Offeringwithdrawal to be effective, have a written or facsimile transmission notice of withdrawal must be timely received by the Purchaser at the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name(s) of the person(s) who tendered the BACs to be withdrawn, the number of BACs to be withdrawn and the name(s) of the registered holder(s) of the BACs, if different from that of the person(s) who tendered such BACs. Such notice of withdrawal must also be signed by the same person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed (including, if applicable, medallion signature guarantees). If the BACs are held in the name of two or more persons, all such persons must sign the notice of withdrawal. Any BACs properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be re-tendered at any subsequent time prior to the Expiration Date by following the procedures described in Section 3 ("Procedures for Tendering BACs"). If, for any reason whatsoever, acceptance for payment of any BACs tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for BACs tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Purchaser may retain tendered BACs and such BACs may not be withdrawn except to the extent that the tendering BACs holder is entitled to and duly exercises withdrawal rights as described herein. The reservation by the Purchaser of the right to withdraw delay the acceptance or purchase of or payment for BACs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or return BACs tendered by or on behalf of BACs holders promptly after the termination or withdrawal of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. None of the Purchaser, any of its affiliates or assigns, if any, or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders of Shares are irrevocable, except that they may also be withdrawn after February 1, 2014, which is the 60th day from the commencement of the Offer, unless such Shares have already been accepted for payment by us pursuant to the Offer. For a withdrawal to be proper and effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by Table of Contents an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares—Book-Entry Transfer,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statementShare Certificates, the name of the registered owner and the serial numbers shown on such Share Certificates must also be submitted to the Depositary. In If you wish to withdraw Shares that were tendered by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such person to arrange to withdraw the event Shares. If we extend the Offer, are delayed in our acceptance for payment of Shares, are delayed in payment after the Acceptance Time or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares, on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4 and as otherwise required by Rule 14e-1(c) under the Exchange Act. Withdrawals of tendered Shares may not be rescinded, and any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. Withdrawn Shares may, however, be re-tendered by following one of the procedures for tendering Shares described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any such notice of withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to determination will be Registrable Securities for all purposes of this Agreementfinal and binding. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWe note, however, that stockholders may challenge our determinations in a court of competent jurisdiction. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any stockholder, regardless of whether or not similar defects or irregularities are waived in the case of a Demand Registrationother stockholders. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of us, if such withdrawal shall reduce the number Salix or any of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount our respective affiliates or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodassigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Units made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Units tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date of such registration statementExpiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 13, 1998. In If purchase of, or payment for, Units is delayed for any reason, including extension by the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Purchaser of the Company with respect Expiration Date, or if the Purchaser is unable to purchase or pay for Units for any reason (for example, because of proration adjustments) then, without prejudice to the Registrable Securities Purchaser's rights under the Offer, tendered Units may be retained by the Purchaser and may not so be withdrawn, except to the extent that tendering Unit Holders are otherwise entitled to withdrawal rights as set forth in this Section 5; providedsubject, however, that to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unit Holders the Purchase Price in respect of Units tendered promptly after termination or withdrawal of the Offer. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Purchaser at its address listed on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person(s) who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Letter of Transmittal in the case same manner as the Letter of a Demand RegistrationTransmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amounthowever, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing procedures described in Section 3 at any time prior to the Expiration Date. All questions about the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding. Neither the Purchaser nor any other person will be under any duty to give notice of any defects in any notice of withdrawal or incur any liability for failure to give any such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after Monday, January 16, 2017 if Purchaser has not accepted them for payment by the end of Monday, January 16, 2017. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — "Procedures for Accepting the Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 — "Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares" at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding. No withdrawal of Shares shall be deemed to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Adobe or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or directed prior to the Company Expiration Date and, if not previously accepted for payment, at any time after July 13, 2019, the date that is 60 days after the date of the commencement of the Offer, pursuant to include any or all SEC regulations, in each case only in accordance with the procedures described in this Section 4; otherwise, the tender of its Registrable Securities in Shares pursuant to the Offer is irrevocable. For a registration statement under the Securities Act shallwithdrawal of Shares to be effective, except in connection with a Block Trade Offeringwritten or, have the right to withdraw any such notice or direction with respect to any or all Eligible Institutions, facsimile transmission, notice of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so Shares must be timely received by the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and the Registrable Amountname of the registered holder of the Shares to be withdrawn, then if different from that of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice person who tendered those Shares. If Shares have been tendered pursuant to the Company, elect procedures for book-entry transfer as set forth in Section 3—"Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to register additional Registrable Securities, when taken together be credited with elections the withdrawn Shares. If certificates representing the Shares to register Registrable Securities by each such other Shareholder seeking be withdrawn have been delivered or otherwise identified to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary and Paying Agent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, name of the Company shall not seek, registered owner and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent serial numbers shown on those certificates must also be furnished to the effectiveness Depositary and Paying Agent prior to the return of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a DemandShares. If a Shareholder withdraws stockholder tenders Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, the stockholder must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of those Shares. If the Offeror extends the Offer, is delayed in its notification acceptance for payment of Shares or direction is unable to accept for payment Shares pursuant to the Company Offer for any reason, then, without prejudice to include Registrable Securities the Offeror's rights under this Offer, the Depositary and Paying Agent may nevertheless, on behalf of the Offeror, retain tendered Shares, and those Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. Withdrawals of tenders of Shares may not be rescinded, and any Shares validly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in a registration statement Section 3—"Procedures for Tendering Shares" at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offeror, in accordance with this Section 3.4its sole discretion, such Shareholder which determination shall be required final and binding absent a finding to promptly reimburse the Company contrary by a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Parent, the Offeror or any of their respective affiliates or assigns, the Depositary and Paying Agent, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesfailure to give that notification.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Offer may be withdrawn according to the Company procedures set forth below at any time prior to the effective date Expiration Date and, unless accepted for payment and paid for by Purchaser in the Offer, may also be withdrawn at any time after June 15, 2018, pursuant to Section 14(d)(5) of the Exchange Act. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such registration statementcertificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3—"Procedure for Tendering Shares," any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares and otherwise comply with DTC's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3—"Procedure for Tendering Shares" at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its reasonable discretion, which determination will be final and binding. None of Purchaser, Parent, the Depositary, the Information Agent, AveXis or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Notwithstanding the foregoing, stockholders of AveXis may challenge a determination made by Purchaser in a court of competent jurisdiction and a final, non-appealable order or judgment of a court of competent jurisdiction will be final and binding on all parties. The method for delivery of any documents related to a withdrawal is at the risk of the withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after December 4, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Agreement of Assignment and Transfer. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in Section 3 at any time prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all You may withdraw tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect MMP Shares made pursuant to the Company Offer at any time prior to the effective date Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after August 11, 2009 unless such MMP Shares are accepted for payment as provided in the Offer. If the Fund extends the period of such registration statement. In time during which the event of Offer is open or is delayed in accepting for payment or paying for MMP Shares pursuant to the Offer for any such withdrawalreason, then, without prejudice to its rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, on its behalf, retain all MMP Shares tendered, and such Registrable Securities shall continue to MMP Shares may not be Registrable Securities for all purposes withdrawn except as otherwise provided in this section. To withdraw tendered MMP Shares, a written transmission of this Agreement. No such a notice of withdrawal shall affect (a form of which can be provided upon request from the obligations of the Company Information Agent) with respect to the Registrable Securities not so withdrawn; providedMMP Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer, howeverand the notice of withdrawal must specify the name of the person who tendered the MMP Shares to be withdrawn and the number of MMP Shares to be withdrawn and the name of the registered MMP Shareholder, if different from that of the person who tendered such MMP Shares. If the MMP Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand RegistrationMMP Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such MMP Shares. In addition, if such withdrawal shall reduce notice must specify the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn MMP Shares. Withdrawals may not be rescinded, and MMP Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn MMP Shares may be re-tendered by again following one of the procedures described in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice "The Offer--Procedures for Tendering Shares" at any time prior to the CompanyExpiration Date. The Fund will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy and the Registrable Amount or elect that such registration statement not Fund's determination shall be filed or, if theretofore filed, be withdrawnfinal and binding. During such ten day periodNeither the Fund, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, Information Agent nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. The method of delivery of any documents related to a withdrawal is at the option and shall use commercially reasonable efforts to prevent, risk of the effectiveness thereofwithdrawing Shareholder. Any registration statement withdrawn or not filed (a) in accordance with an election documents related to a withdrawal will be deemed delivered only when actually received by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a DemandDepositary. If a Shareholder withdraws its notification or direction delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or directed prior to the Company Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to include the Offer, may also be withdrawn at any time after May 22, 2011, which is 60 days from the date of the commencement of the Offer. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or direction otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares to be withdrawn were tendered from a DRS Account, the applicable notice of withdrawal must also specify the name and number of the DRS Account to be credited with such withdrawn Shares, and if Shares to be withdrawn have been tendered pursuant to the procedure for book-entry transfer as described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” the applicable notice of withdrawal must also specify the name and number of the account at DTC to be credited with such withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time on or prior to the Expiration Date or during the subsequent offering period, if any (except that Shares may not be re-tendered using the procedures for guaranteed delivery during any subsequent offering period). No withdrawal rights will apply to Shares tendered during a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” We will determine, in our sole discretion, all questions as to the Company prior to the effective date form and validity (including time of such registration statement. In the event receipt) of any such withdrawalnotice of withdrawal and our determination will be final and binding. None of Purchaser, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after September 7, 2000, or at such later time as may apply if the Offer is extended. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described below. Any such delay will be an extension of the Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn, and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shall, by written notice Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the CompanyDepositary, elect then, prior to register additional Registrable Securitiesthe physical release of such Certificates, when taken together the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. Shares tendered pursuant to the procedure for book-entry transfer as set forth in "Procedures for Tendering Shares" may be withdrawn only by means of the withdrawal procedures made available by the Book-Entry Transfer Facility, must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement withdrawn Shares and must otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be filed orrescinded without Purchaser's consent and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser in its sole discretion, if theretofore filedwhich determination will be final and binding. None of Parent, be withdrawn. During such ten day periodPurchaser or any of their affiliates, the Company shall not file Depositary, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofnotification. Any registration statement Shares properly withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent may be re-tendered at any time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company "Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesTendering Shares."

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. A shareholder may withdraw Shares tendered pursuant to the Offer at any time prior to the effective date Expiration Date and, thereafter, unless and until Purchaser has previously accepted them for payment, such Shares may also be withdrawn at any time after May 24, 2012. If Purchaser extends the Offer, is delayed in its acceptance for payment of or payment for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders exercise withdrawal rights as described in this Section 4 before the Expiration Date or at any time after May 24, 2012, unless theretofore accepted for payment as provided herein. For a withdrawal of Shares to be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as discussed below), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such registration statementcertificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding on all parties, subject to the right of any such party to dispute such determination in a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Asahi Kasei, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in Section 3—“Procedures for Tendering Shares” at any time prior to the Expiration Date or during a subsequent offering period. In the event of any Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period or to Shares previously tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, if not theretofore accepted for payment, at any time after 60 days from the date of this Offer to Purchase. For a withdrawal to be effective, a written or directed facsimile transmission notice of withdrawal must be received by the Company to include any or all Depositary at one of its Registrable Securities addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Purchaser extends the Offer, is delayed in a registration statement its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason then, without prejudice to Purchaser's rights under the Securities Act shallOffer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein. Withdrawals of Shares may not be rescinded. Any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date or during a Subsequent Offering Period (if any) by following one of the procedures described in connection with Section 3—"Procedures for Accepting the Offer and Tendering Shares." No withdrawal rights will apply to Shares tendered during a Block Trade OfferingSubsequent Offering Period, have the right to withdraw any such notice or direction if it is provided, and no withdrawal rights apply during a Subsequent Offering Period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1—"Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer." All questions as to the Company prior to the effective date form and validity (including, without limitation, time of such registration statement. In the event receipt) of any such withdrawalnotice of withdrawal will be determined by Purchaser, in its reasonable discretion, whose determination will be final and binding. None of Purchaser, the Company shall not include Depositary, or any other person will be under duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of BACs made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except that BACs tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in connection with this Offer to Purchase, may also be withdrawn at any time after January 9, 1998. For a Block Trade Offeringwithdrawal to be effective, have a written or facsimile transmission notice of withdrawal must be timely received by the Information Agent/Depositary at the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name(s) of the person(s) who tendered the BACs to be withdrawn, the number of BACs to be withdrawn and the name(s) of the registered holder(s) of the BACs, if different from that of the person(s) who tendered such BACs. Such notice of withdrawal must also be signed by the same person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed (including, if applicable, medallion signature guarantees). If the BACs are held in the name of two or more persons, all such persons must sign the notice of withdrawal. Any BACs properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be re-tendered at any subsequent time prior to the Expiration Date by following the procedures described in Section 3 ("Procedures for Tendering BACs"). If, for any reason whatsoever, acceptance for payment of any BACs tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for BACs tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Information Agent/Depositary may, nevertheless, on behalf of the Purchaser, retain tendered BACs and such BACs may not be withdrawn except to the extent that the tendering BACs holder is entitled to and duly exercises withdrawal rights as described herein. The reservation by the Purchaser of the right to withdraw delay the acceptance or purchase of or payment for BACs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or return BACs tendered by or on behalf of BACs holders promptly after the termination or withdrawal of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. None of the Purchaser, any of its affiliates or assigns, if any, the Information Agent/Depositary or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless accepted for payment by Telesoft as provided in this Offer to Purchase, may also be withdrawn after 12:00 Midnight, New York City time, on Friday, March 31, 2000. For a withdrawal to be effective, the Depositary must receive (at its address set forth on the back cover of this Offer to Purchase) a notice of withdrawal in written or directed facsimile transmission form on a timely basis. Such notice of withdrawal must specify the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all name of the Registrable Securities designated by it for registration by giving written notice person who tendered the shares to be withdrawn, the number of shares tendered, the number of shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such effect shares. If the certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering stockholder must also submit the applicable registration serial numbers shown on the particular certificates evidencing the shares and such Registrable Securities shall continue to the signature on the notice of withdrawal must be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that guaranteed by an Eligible Institution (except in the case of a Demand Registrationshares tendered by an Eligible Institution). If shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, if such the notice of withdrawal shall reduce must specify the name and the number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then withdrawn shares and otherwise comply with the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing procedures of such noticefacility. If Telesoft extends the offer, such Shareholders still seeking registration shall, by written notice is delayed in its purchase of shares or is unable to purchase shares pursuant to the Companyoffer for any reason, elect then, without prejudice to register additional Registrable SecuritiesTelesoft's rights under the offer, when taken together with elections the Depositary may, subject to register Registrable Securities by each applicable law, retain on behalf of Telesoft all tendered shares, and such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement shares may not be filed orwithdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4, if theretofore filedsubject to Rule 13e-4(f)(5) under the Securities Exchange Act, be withdrawnwhich provides that the issuer making the tender offer shall either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders Participants in the case of a Demand Registration or by Telesoft Corp. Profit Sharing Plan are not subject to the requesting Demand Shareholders foregoing procedures with respect to a Shelf Registration Statement or (c) shares attributable to their individual accounts under the Telesoft Corp. Profit Sharing Plan and instead should follow the procedures for withdrawal included in accordance with an election by the Company subsequent applicable letter furnished to such participants. All questions as to the effectiveness form and validity, including time of receipt, of notices of withdrawal will be determined by Telesoft, in its sole discretion, which determination shall be final and binding on all parties. None of Telesoft, the Depositary or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. Withdrawals may not be rescinded, and any shares properly withdrawn will thereafter be deemed not tendered for purposes of the applicable Demand Registration statement because offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following any post-effective amendment or supplement to of the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after December 1, 2000 (or such later date as may apply in case the Offer is extended). A withdrawal of a share of Common Stock will also constitute a withdrawal of the associated Right. Rights may not be withdrawn unless the associated shares of Common Stock are also withdrawn. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described in this Section 4. Any Shareholder having notified such delay will be by an extension of the Offer to the extent required by law. To be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be retendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3. No withdrawal rights will apply to Shares tendered into a registration statement Subsequent Offering Period under Rule 14d-11 under the Securities Exchange Act shall, except in connection with and no withdrawal rights apply during a Block Trade Offering, have Subsequent Offering Period under Rule 14d-11 under the right to withdraw any such notice or direction Exchange Act with respect to any or all of Shares tendered in the Registrable Securities designated by it Offer and accepted for registration by giving written notice to such effect payment. All questions as to the Company prior form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination shall be final and binding. None of Purchaser, Parent or any of their affiliates or assigns, if any, the Depositary, the Information Agent or any other person will be under any duty to the effective date of such registration statement. In the event give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, Offer will be irrevocable. You have the right to withdraw tendered Shares at any time prior to 4:00 p.m., Central Time, on the Expiration Date. If you desire to withdraw Shares tendered on your behalf by a Xxxxxxx Xxxxxx, you may withdraw by contacting that firm and instructing them to withdraw such notice or direction with respect Shares. Upon terms and subject to any or all the conditions of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawalOffer, the Company shall Fund expects to accept for payment properly tendered Shares promptly after the Expiration Date. If the Fund has not include such Registrable Securities agreed to accept your Shares for payment after the expiration of 40 days from the commencement of the Offer, you can withdraw them at anytime after that until the Fund accepts your Shares for payment. To be effective, a written or facsimile transmission Notice of Withdrawal in the applicable registration and such Registrable Securities shall continue form provided by the Fund must be timely received by the Depositary at the address set forth on page 17 of this Offer to Purchase. Any Notice of Withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn, and the names in which the Shares to be withdrawn are registered. Shareholders should contact the Information Agent for instructions if they wish to submit a notice of withdrawal. If certificates have been delivered to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares withdrawn must also be furnished to the Depositary and the signature on the notice of withdrawal must be guaranteed by an Eligible Guarantor. If Shares have been delivered pursuant to the book-entry delivery procedure (set forth in Section 3, “Procedures for Tendering Common Shares”), any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Shares (which must be the same name, number, and book-entry transfer facility from which the Shares were tendered), and must comply with the procedures of DTC. All questions as to the form and validity (including time of receipt) of Notices of Withdrawal will be determined by the Fund in its sole discretion, whose determination shall be final and binding. Neither the Fund, nor Xxxxxxx, nor the Depositary nor any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such registration below notice. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Registrable AmountOffer. However, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days withdrawn Shares may be retendered by following the mailing procedures described in Section 3, “Procedures for Tendering Common Shares,” prior to 4:00 p.m., Central Time, on the Expiration Date. The method of such notice, such Shareholders still seeking registration shall, by written notice delivery of any documents related to a withdrawal is at the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy risk of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofwithdrawing Shareholder. Any registration statement withdrawn or not filed (a) in accordance with an election documents related to a withdrawal will be deemed delivered only when actually received by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a DemandDepositary. If a Shareholder withdraws its notification or direction delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company prior Offer are irrevocable. Except as provided in this Offer to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders Purchase with respect to a Shelf Registration Statement Subsequent Offering Period, Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment and paid for by Purchaser pursuant to the Offer, may also be withdrawn at any time after December 26, 2002. For a withdrawal to be effective, a written, telegraphic or (c) in accordance with an election facsimile transmission notice of withdrawal must be timely received by the Company subsequent Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the effectiveness Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3 -- "Procedure for Tendering Shares", any notice of withdrawal must also specify the name and number of the applicable Demand Registration statement because account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be rescinded, and any post-effective amendment or supplement Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 -- "Procedure for Tendering Shares" any time prior to the applicable Demand Registration statement contains information regarding Expiration Date or during any Subsequent Offering Period. No withdrawal rights will apply to Shares tendered in a Subsequent Offering Period under Rule 14d-11 of the Company which Exchange Act, and no withdrawal rights apply during a Subsequent Offering Period under Rule 14d-11 with respect to Shares tendered in the Company deems adverse Offer and accepted for payment. See Section 1 -- "Terms of the Offer." All questions as to the Companyform and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, shall not in its sole discretion, which determination will be counted as a Demandfinal and binding. If a Shareholder withdraws its None of Purchaser, Parent, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or direction irregularities in any notice of withdrawal or incur any liability for failure to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 3, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after April 16, 2001. For a withdrawal to be effective, a written or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, any and all signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the book-entry transfer procedures described in a registration statement Section 2, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. If you are withdrawing Shares held through the Company's Dividend Reinvestment Plan, you must specify that on your notice of withdrawal. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under the Securities Act shall, except any duty to give notification of any defects or irregularities in connection with a Block Trade Offering, have the right any notice of withdrawal or incur any liability for failure to withdraw give any such notice or direction notification. No withdrawal rights will apply to Shares tendered during the Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified If more than 40 Shares have been properly tendered without checking the All or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable AmountNone Box, then the Company shall as promptly as practicable give each Shareholder seeking above description of proration will apply only to register Registrable Securities notice to such effect and, within ten days following the mailing tenders of such noticeShares that do not have the All or None Box checked. For purposes of the Offer, such Shareholders still seeking registration shallthe Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Shares when, by as and if the Purchasers give oral or written notice to the CompanyDepositary of the Purchasers’ acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, elect payment for Shares purchased pursuant to register additional Registrable Securitiesthe Offer will in all cases be made by deposit of the Offer Price with the Depositary, when taken together with elections which will act as agent for the tendering Shareholders for the purpose of receiving payment from the Purchasers and transmitting payment to register Registrable Securities tendering Shareholders. Under no circumstances will interest be paid on the Offer Price by each reason of any delay in making such payment. If any tendered Shares are not purchased for any reason (other Shareholder seeking than due to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodproration as described above), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders Assignment Form with respect to a Shelf Registration Statement such Shares not purchased will be of no force or (c) in accordance with an election by the Company subsequent effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Shares tendered pursuant to the effectiveness Offer is delayed or the Purchasers are unable to accept for payment, purchase or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchasers’ rights under Section 13, the Depositary may, nevertheless, on behalf of the applicable Demand Registration statement because any post-effective amendment Purchasers, retain tendered Shares and such Shares may not be withdrawn (but subject to compliance with Rule 14e-1(c) under the Exchange Act, which requires that the Purchasers pay the consideration offered or supplement return the Shares deposited by or on behalf of the Shareholder promptly after the termination or withdrawal of a tender offer), except to the applicable Demand Registration statement contains information regarding extent that the Company which the Company deems adverse tendering Shareholders are entitled to withdrawal rights as described in Section 4. If, prior to the CompanyExpiration Date, the Purchasers shall not be counted as a Demand. If a Shareholder withdraws its notification or direction increase the consideration offered to Shareholders pursuant to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4Offer, such Shareholder increased consideration shall be required to promptly reimburse the Company paid for all expenses incurred by Shares accepted for payment pursuant to the Company in connection with preparing for the registration of Offer, whether or not such Registrable SecuritiesShares were tendered prior to such increase.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after July 2, 1999 unless previously accepted for payment as provided in this Offer to Purchase. If the Company extends the period of such registration statement. In time during which the event of Offer is open, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any such withdrawalreason, then, without prejudice to the Company's rights under the Offer, the Company shall not include such Registrable Securities in Depositary may, on behalf of the applicable registration Company, retain all Shares tendered, and such Registrable Securities Shares may not be withdrawn except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the tender offer shall continue either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be Registrable Securities for all purposes withdrawn, the number of this Agreement. No such withdrawal shall affect Shares to be withdrawn and the obligations name of the Company with respect registered holder of the Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Registrable Securities not so withdrawn; providedDepositary, however, that a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered by an Eligible Institution) must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if such withdrawal shall reduce different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Section 3 at any time prior to the Company, elect Expiration Date. All questions as to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not form and validity (including time of receipt) of any notice of withdrawal will be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election determined by the Company, (b) in accordance with an election by the Requesting Shareholders in the case its sole discretion, which determination shall be final and binding. None of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not the Dealer Managers, the Depositary, the Information Agent or any other person will be counted as a Demand. If a Shareholder withdraws its under any duty to give notification of any defect or direction irregularity in any notice of withdrawal or incur any liability for failure to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after August 20, 2013, unless such Shares have been accepted for payment as provided in this Offer to Purchase. If we extend the Offer, delay acceptance for payment or directed payment for Shares or are unable to accept for payment or pay for Shares pursuant to the Company Offer for any reason, then, without prejudice to include any or all of its Registrable Securities in a registration statement our rights under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawalOffer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, on our behalf, retain all Shares tendered, and such Registrable Securities shall continue Shares may not be withdrawn except as otherwise provided in this Section 4. For your withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn; provided, howeverthe number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered by again following one of the procedures described in “The Offer — Section 3” at any time before the Expiration Date. If we provide a Demand Registration or by Subsequent Offering Period (as described in more detail in “The Offer — Section 1”) following the requesting Demand Shareholders Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period and no withdrawal rights apply during such Subsequent Offering Period with respect to a Shelf Registration Statement or (c) Shares previously tendered in accordance with an election by the Company subsequent Offer and accepted for payment. We will determine, in our discretion, all questions as to the effectiveness form and validity (including time of receipt) of any notice of withdrawal, and our determination shall be final and binding. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any stockholder, whether or not similar defects or irregularities are waived in the case of any stockholder. None of the applicable Demand Registration statement because Purchaser or its affiliates, the Financial Advisor, the Depositary, the Information Agents or any post-effective amendment other person will be under any duty to give notification of any defect or supplement irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 3, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after October 5, 2000 unless, as described below, such Shares are tendered during any Subsequent Offering Period. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statementcertificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, any and all signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the book-entry transfer procedures described in Section 2, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. In the event of any the Purchaser provides a Subsequent Offering Period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities Subsequent Offering Period or to Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer at any time prior to the effective date Expiration Date. For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such registration statementcertificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of us or any of our respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following one of the procedures for tendering shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the Expiration Date. If we extend the Offer, we delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to our rights under the Offer, the Depositary may nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders exercise withdrawal rights as described in this Section 4 prior to the Expiration Date. Withdrawal of Shares may not be rescinded. In the event we provide a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Offer.” We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any such withdrawalnotice of withdrawal and our determination will be final and binding. None of us, the Company shall not include Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such Registrable Securities notification. Table of Contents 5. Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger The following is a summary of the material U.S. federal income tax consequences of the Offer and the Merger to a beneficial holder of Shares whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the applicable registration Merger (a “Holder”). This summary is not a complete description of all of the tax consequences of the Offer and the Merger and does not purport to consider all aspects of U.S. federal income taxation that may be relevant to holders of Shares. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect as of the date hereof and all of which are subject to change (possibly with retroactive effect). This summary applies only to Holders that hold Shares as “capital assets” (generally, property held for investment) under the Code. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, and does not address the tax consequences to investors subject to special tax rules (for example, financial institutions, insurance companies, broker-dealers, partnerships and their partners, and tax-exempt organizations (including private foundations)), investors that hold Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction for U.S. federal income tax purposes, investors that have a functional currency other than the U.S. dollar, or persons who acquired their Shares through the exercise of employee stock options or other compensation arrangements, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not discuss any non-U.S., state, or local tax considerations, except as expressly set forth below. Investors are urged to consult their tax advisors regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of the Offer and the Merger. As used herein, a “U.S. Holder” is a Holder that, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the United States, (ii) a corporation or other entity subject to tax as a corporation for such Registrable Securities shall continue purposes that is created or organized under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (A) if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (B) that has made a valid election to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted treated as a DemandU.S. person under the Code. As used herein, a “non-U.S. Holder” is any Holder that is not a partnership and is not a U.S. Holder. If a Shareholder withdraws its notification or direction to partnership is a Holder, the Company to include Registrable Securities tax treatment of a partner in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by partnership will generally depend upon the Company in connection with preparing for status of the registration partner and the activities of such Registrable Securitiesthe partnership.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 4, the Company tender of Shares pursuant to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, Offer is irrevocable. You have the right to, and can, withdraw Shares that you previously tendered at any time until the Offer has expired and, if we have not by September 8, 2008 agreed to accept your Shares for payment, you can withdraw them at any time after such notice time until we accept your Shares for payment. You may not, however, withdraw Shares tendered in this Offer during any subsequent offering period. If we extend the Offer, or direction with respect we are delayed in our acceptance for payment of Shares or we are unable to purchase Shares validly tendered under the Offer for any or all reason, then, without prejudice to our rights under the Offer, the Depositary may nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that you are entitled to withdrawal rights described in this Section 4. Any such delay will be accompanied by an extension of the Registrable Securities designated by it for registration by giving written notice to such effect Offer to the Company extent required by law. For your withdrawal of Shares to be effective, the Depositary must timely receive, at one of its addresses set forth on the back cover of this Offer to Purchase, a written or facsimile transmission notice of withdrawal. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in “— Section 3. Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the effective date physical release of such registration statementcertificates. We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and our determination will be final and binding on all parties. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Parent, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, you may re-tender withdrawn Shares by following one of the procedures for tendering shares described in “— Section 3. Procedures for Tendering Shares” at any time prior to the Expiration Date. We do not currently intend to provide a subsequent offering period following the Offer, although we reserve the right to do so. In the event of any such withdrawalthat we subsequently elect to provide a subsequent offering period, the Company shall not include such Registrable Securities no withdrawal rights will apply to Shares tendered in the applicable registration and Offer during such Registrable Securities shall continue subsequent offering period or to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that Shares tendered in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, Offer and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company accepted for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities Shares made in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect response to the Company Offer are irrevocable. Shares tendered in response to the Offer may be withdrawn at any time prior to the effective date Expiration Time and, unless they have been accepted for payment by the Purchaser, may also be withdrawn at any time after November 15, 1999. If the Purchaser extends the Offer, is delayed in its acceptance of such registration statement. In Shares for payment or is unable to accept Shares for payment for any reason, then, without prejudice to the event of any such withdrawalPurchaser's rights under the Offer, the Company shall Depositary may, nevertheless, retain tendered Shares on behalf of the Purchaser, and those Shares may not include be withdrawn except to the extent that tendering stockholders are entitled to withdraw them as described in this Section 4. Any such Registrable Securities in delay will be accompanied by an extension of the applicable registration and such Registrable Securities shall continue Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission of a notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such A notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and (if Share Certificates have been tendered) the Registrable Amountname of the registered holder, if different from that of the person who tendered the Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice prior to the Companyrelease of those Share Certificates, elect the serial numbers shown on the particular Share Certificates to register additional Registrable Securitiesbe withdrawn must be submitted to the Depositary, when taken together and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless the Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement withdrawn Shares. Withdrawals of Shares may not be filed orrescinded. After Shares are properly withdrawn, if theretofore filedthey will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered at any time prior to the Expiration Time using one of the procedures described in Section 3. During such ten day periodAll questions as to the form and validity (including, without limitation, time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, and its determination will be final and binding. None of the Purchaser, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts to preventInformation Agent, the effectiveness thereof. Any registration statement withdrawn Dealer Manager or not filed (a) any other person will be under any duty to give notification of any defects or irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect will incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. You may withdraw Shares tendered in the Offer at any time on or directed prior to the Company Expiration Date. Thereafter, your tenders are irrevocable, except that they may be withdrawn at any time after Monday, October 1, 2007 unless we have accepted your Shares for payment. If our purchase of or payment for Shares is delayed for any reason or if we are unable to include purchase or pay for Shares for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf and such Shares may not be withdrawn except to the extent that you are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or all return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer. For your withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its Registrable Securities addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the certificates representing such Shares are registered, if different from that of the person who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the name of the registered owner and the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3—"Procedure for Tendering Shares," any notice of withdrawal also must specify the name and number of the account at DTC to be credited with the withdrawn Shares. We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of notices of withdrawal and our determination will be final and binding. None of Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. However, you may retender withdrawn Shares at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3—"Procedure for Tendering Shares." We do not currently intend to provide a registration statement under subsequent offering period in the Securities Act shallOffer, except in connection with a Block Trade Offering, have although we reserve the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statementdo so. In the event of any we provide a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period or to Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified What Does PJAM's Board of Directors Think of the Offer? PJAM's Board of Directors, by unanimous decision of those directors participating and based upon the unanimous recommendation of a Special Committee of independent directors: (1) determined that each of the Offer, the Merger and the Merger Agreement is advisable, fair to and in the best interests of, PJAM and its stockholders (other than the Purchaser and the members of the Investor Group); (2) approved the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby; and (3) recommended that you accept the Offer and tender your Shares and, if applicable, approve and adopt the Merger Agreement and the Merger. See "Special Factors--Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger." Why Was the Special Committee Formed? The Investor Group will own all the outstanding Shares of PJAM after the Merger. Accordingly, the Board believed that a Special Committee of independent directors who are not officers or directed employees of PJAM and who have no financial interest in the Company transactions different from PJAM's stockholders generally should be formed to include any or all evaluate, negotiate, and, if appropriate, approve the Offer and the Merger. The Special Committee was also authorized to investigate other strategic alternatives, including a sale to a third party buyer. See "Special Factors--Background of its Registrable Securities the Offer" and "Special Factors--Related Party Transactions." Following the Offer, Will PJAM Continue as a Public Company? No. If the Merger takes place, PJAM will no longer be publicly owned. See "Special Factors--Plans for PJAM After the Offer and the Merger; Certain Effects of the Offer." Will the Offer Be Followed by a Merger if Not All of the Publicly Traded Shares of PJAM are Tendered in a registration statement under the Securities Act shallOffer? Yes. Following the Offer, except in connection the parties intend to merge the Purchaser with a Block Trade Offeringand into PJAM. If the Merger takes place, have PJAM will be owned by the right to withdraw any such notice or direction with respect to any or Investor Group, and all of the Registrable Securities designated by it for registration by giving written notice to such effect to remaining common stockholders of PJAM (other than the Company prior to Purchaser and members of the effective date of such registration statementInvestor Group) will receive $8.75 per Share in cash. In the event Merger, you may be entitled to demand appraisal of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue your Shares pursuant to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Section 262 of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.Delaware General

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after September 20, 2001 (or such later date as may apply in case the Offer is extended). If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described in this Section 4. Any Shareholder having notified such delay will be by an extension of the Offer to the extent required by law. To be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered again at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3. No withdrawal rights will apply to Shares tendered into a registration statement Subsequent Offering Period under Rule 14d-11 under the Securities Exchange Act shall, except in connection with and no withdrawal rights apply during a Block Trade Offering, have Subsequent Offering Period under Rule 14d-11 under the right to withdraw any such notice or direction Exchange Act with respect to any or all Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. None of the Registrable Securities designated by it for registration by giving written notice Purchaser or any of its affiliates or assigns, if any, the Depositary, the Information Agent or any other person will be under any duty to such effect to the Company prior to the effective date of such registration statement. In the event give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after October 17, 2002. If the Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to the Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in Depositary may, nevertheless, on behalf of the applicable registration Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering Holders are entitled to withdrawal rights as described in this Section 4--"Withdrawal Rights". Any such delay will be an extension of the Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares, if different from that of the person who tendered such registration below Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Registrable AmountDepositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such noticeCertificates, the serial numbers shown on such Shareholders still seeking registration shall, by written notice Certificates must be submitted to the CompanyDepositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, elect unless such Shares have been tendered for the account of an Eligible Institution. Shares tendered pursuant to register additional Registrable Securitiesthe procedure for book-entry transfer as set forth in Section 3--"Procedures for Tendering Shares" may be withdrawn only by means of the withdrawal procedures made available by the Book-Entry Transfer Facility, when taken together must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement withdrawn Shares and must otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be filed orrescinded without the Purchaser's consent and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, if theretofore filedin its sole discretion, which determination will be withdrawnfinal and binding. During such ten day periodNone of Parent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedPurchaser, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereofInformation Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement However, any Shares properly withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent may be re-tendered at any time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any postprocedures described in Section 3-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company -"Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesTendering Shares".

Withdrawal Rights. Any Shareholder having notified Except as described in this Section 4, tenders of Shares made in the Offer are irrevocable. Withdrawal of the Shares that have been previously tendered in the Offer is allowed at any time on or directed before the Expiration Date. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or the Company is unable to include any accept for payment or all pay for Shares tendered in the Offer, then, without prejudice to its rights set forth in this document, the Depositary may, nevertheless, on the Company's behalf, retain Shares that have been tendered, and the tendering stockholder may not withdraw such Shares except to the extent that such tendering stockholder is entitled to and duly exercise withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. In order for the withdrawal to be effective, the withdrawing stockholder must deliver a written or facsimile transmission notice of withdrawal to the Depositary at its Registrable Securities in a registration statement under address set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any back cover of this Offer. Any such notice or direction with respect of withdrawal must specify the withdrawing stockholder's name, the number of Shares that is to any or all be withdrawn, and (if Share Certificates have been tendered) the name of the Registrable Securities designated by it for registration by giving written notice to registered holder of the Shares as shown on the Share Certificate, if different from such effect withdrawing stockholder's name. If Share Certificates have been delivered or otherwise identified to the Company Depositary, then prior to the effective date physical release of such registration statementcertificates, the withdrawing stockholder must submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn, and an Eligible Institution, as defined in "THE OFFER - 3. In Procedures for Accepting the event Offer and Tendering Shares", must guarantee the signature on the notice of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of a Demand Registration, if such Shares tendered for the account of an Eligible Institution. If the Shares have been tendered pursuant to the procedures for book-entry transfer set forth in "THE OFFER - 3. Procedures for Accepting the Offer and Tendering Shares," the notice of withdrawal shall reduce must also specify the name and number of Registrable Securities sought the account at the appropriate Book-Entry Transfer Facility to be included credited with the withdrawn Shares, in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities which case a notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice withdrawal will be effective if delivered to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities Depositary by each such other Shareholder seeking to register Registrable Securities, to satisfy any method of delivery described in the Registrable Amount or elect that such registration statement first sentence of this paragraph. The withdrawing stockholder may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofrescind a withdrawal of Shares. Any registration statement Shares that a withdrawing stockholder withdraw will be considered not validly tendered for purposes of the Offer, but the withdrawing stockholder may tender the withdrawn or not filed Shares again at any time before the Expiration Date by following any of the procedures described in "THE OFFER - 3. Procedures for Accepting the Offer and Tendering Shares." All questions as to the form and validity (aincluding time of receipt) in accordance with an election of notices of withdrawal will be determined by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company its sole discretion, which the Company deems adverse to determination will be final and binding. Neither the Company, shall not any of its respective affiliates or assigns, the Depositary or any other person or entity will be counted as a Demand. If a Shareholder withdraws its under any duty to give any notification of any defects or direction irregularities in any notice of withdrawal or incur any liability for failure to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all Tenders of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after October 26, 2001. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares, or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this "THE TENDER OFFER -- Section 4 -- Withdrawal Rights." Any such delay will be accompanied by an extension of the Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Certificates, the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in such registration below "THE TENDER OFFER -- Section 3 -- Procedures for Tendering Shares," any notice of withdrawal must specify the Registrable Amountname and number of the account at DTC to be credited with the withdrawn Shares or must otherwise comply with DTC's procedures. Withdrawals of tenders of Shares may not be rescinded, then and Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect andOffer. However, within ten days withdrawn Shares may be re-tendered by again following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in "THE TENDER OFFER -- Section 3 -- Procedures for Tendering Shares" at any time prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawnExpiration Date. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent All questions as to the effectiveness form and validity (including time of the applicable Demand Registration statement because receipt) of any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Companynotice of withdrawal will be determined by Purchaser, shall not in its sole discretion, whose determination will be counted as a Demandfinal and binding. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4NONE OF PURCHASER, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesMEHC, THE DEPOSITARY, THE INFORMATION AGENT OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or prior to the effective date Expiration Time and, thereafter, unless and until Purchaser has previously accepted them for payment, such Shares may also be withdrawn at any time after July 28, 2016. If Purchaser extends the Offer, is delayed in its acceptance for payment of or payment for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders exercise withdrawal rights as described in this Section 4 before the Expiration Time or at any time after July 28, 2016, unless theretofore accepted for payment as provided herein. For a withdrawal of Shares to be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as discussed above), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such registration statementcertificates. In All questions as to the event form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole and absolute discretion, which determination shall be final and binding on all parties, subject to the right, to the extent required by applicable law, of any such withdrawalparty to dispute such determination in a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Luminex, Purchaser or any of their respective affiliates or assigns, the Company shall Depositary, the Information Agent, Nanosphere or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded, and such Registrable Securities shall continue any Shares properly withdrawn will be deemed not to be Registrable Securities have been validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations However, withdrawn Shares may be retendered by following one of the Company with respect procedures for tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Time.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company Offer may be withdrawn according to include the procedures set forth below at any time before the Expiration Date. In addition, pursuant to Section 14(d)(5) of the Exchange Act, the Shares may be withdrawn at any time after March 26, 2011, which is the 60th day after the date of the Offer, unless prior to that date the Purchaser has accepted for payment the Shares validly tendered in the Offer. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at its Registrable Securities address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3 — “Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3 — “Procedure for Tendering Shares” at any time before the Expiration Date. 17 Table of Contents No withdrawal rights will apply to Shares tendered in a registration statement Subsequent Offering Period under Rule 14d-11 of the Securities Act shallExchange Act, except in connection with and no withdrawal rights apply during a Block Trade Offering, have the right to withdraw any such notice or direction Subsequent Offering Period under Rule 14d-11 with respect to any or all Shares tendered in the Offer and previously accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” All questions as to the Company prior form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. None of the Purchaser, IDEX, the Depositary, Microfluidics or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. The method for delivery of any documents related to a withdrawal is at the effective date risk of such registration statementthe withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. A shareholder may withdraw Shares tendered pursuant to the Offer at any time prior to the effective date Expiration Date. For a withdrawal of Shares to be effective, a written transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such registration statementcertificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. No withdrawal of Shares Table of Contents will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Endo, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in Section 3—“Procedures for Tendering Shares” at any time prior to the Expiration Date. If we extend the Offer, delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to our rights under the Offer, the Depositary may nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders exercise withdrawal rights as described in this Section 4 prior to the Expiration Date. In the event of any we provide a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period or to Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after October 21, 2016. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Assignment Form. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Assignment Form in the same manner as the Assignment Form was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that in they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 4,000,000 Shares have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Shares to be included in purchased, the Purchaser will deem all Shares from Shareholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Shareholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Assignment Form with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.