Common use of Withdrawal Rights Clause in Contracts

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 Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11, 1999. 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the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. 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 Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such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 Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. 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, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8

Withdrawal Rights. Except as otherwise provided in this Section 4below, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offeras provided herein, may also be withdrawn at any time after July 11February 10, 1999. 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 41998. For a withdrawal to be effective, a written, telegraphic telegraphic, or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses 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 withdrawn, and (if certificates for Shares have been tendered) the name of the registered holderholder of the Shares as set forth in the certificate, if different from that of the person who tendered such Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, then prior to the physical release of such Share Certificatescertificates, the tendering stockholder must also submit the serial numbers shown on such Share Certificates must the particular certificates evidencing the Shares to be submitted to the Depositary withdrawn and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such except in the case of Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 3described herein, any the 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 the such Book-Entry Transfer Facility's proceduresprocedure. 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 herein. 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 will shall be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer ManagerPurchaser or any of its affiliates or assigns (if any), the Depositary, the Information Agent or any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in Once each Co-Author has been vetted and admitted into the Work project, there will be no free option to leave this Section 4, tenders of Shares made pursuant Agreement until a final decision from a journal has been obtained). Due to the Offer inherent equitable share of work of the Co-Authors, there are irrevocableno automatic refunds provided via the Platform. Shares tendered pursuant If a Co-Author becomes unwilling or unable to continue its participation into the 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 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 funds are deposited in escrow, and all Co-Authors are ready to being collaborating on the Work), up to the Offer may date when all Co-Authors are onboard the Work project, each Co-Author will have the right to 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 withdrawn pursuant duly negotiated and mutually agreed by all the Co-Authors, whom will be able to indicate their approval for the procedures set forth below at any time prior to refund of their prorated monetary share, and in such case the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to participation monetary amount of the Offer, may also retiring Co-Author will be withdrawn at any time after July 11, 1999adjusted. If Purchaser extends the OfferCo-Authors do not approve for a specific refund amount, is delayed in its acceptance for payment then the economic participation share of Shares or 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 the lost Co-Author as per the applicable copyright laws. In the event that one Co-Author is unable to accept Shares for payment pursuant permanently continue or complete its collaboration of the Work due to the Offer for any reasonforce majeure, then, without prejudice to Purchaser's rights under the Offerpersonal incapacitation or death reasons, the Depositary mayothers 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, neverthelessthe remaining Co-Authors will discuss modifying the relevant clauses of this Agreement to reflect the new proportion of Work we each will contribute, on behalf of Purchaserand, retain tendered Sharesif we are unable to reach an agreement, and such Shares may not be withdrawn except to submit these negotiations to binding arbitration. The remaining Co-Authors will reflect the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received collaboration effort so far contributed by the Depositary at one of its addresses set forth on lost Co-Author as per 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, 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 Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the 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. 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, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8applicable copyright laws.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable. , except that such 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 by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11February 18, 19992001. If the Offer expires and the Purchaser extends chooses to provide for a Subsequent Offering Period thereafter, and all the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant conditions to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offerhave been met, the Depositary may, nevertheless, on behalf of Purchaser, retain Purchaser must pay for all Shares already tendered Sharesand immediately accept and pay for all Shares tendered during the Subsequent Offering Period, and such Shares may not there will be withdrawn except to the extent that tendering stockholders are entitled to no withdrawal rights as described in this Section 4during the Subsequent Offering Period. 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 page of this Offer to Purchase. Any such notice of withdrawal must specify the name 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 holderholder 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 Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 33 of this Offer to Purchase, any 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 otherwise comply with such Shares may not be withdrawn except to the Book-Entry Transfer Facility's proceduresextent that tendering stockholders are entitled to withdrawal rights as described herein. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer Manager, the Depositary, the Information Agent Agent, the Dealer Manager or any other person 8will 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 following one of the procedures described in Section 3 hereof.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable. , except that Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or 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 July 11January 25, 19991998. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares Shares, or is unable to accept purchase Shares for payment validly tendered pursuant to the Offer for any reason, then, then without prejudice to Purchaser's rights under the Offer, the Depositary may, may nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders 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 effective, a written, telegraphic 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 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 holderStockholder, 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, then prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary Depositary, and the signature(s) signatures on the notice of withdrawal must be guaranteed by an Eligible Institution, 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 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 Shares, in which case a notice of withdrawal will be effective if delivered to the Book-Entry Transfer Facility's proceduresDepositary by 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 notices 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 8will 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. 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 by following one of the procedures described in Section 3. 5.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares Units made pursuant to the Offer are irrevocable. Shares , except that Units tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11March 6, 19992004. If Purchaser extends the Offerpurchase of, or payment for, Units is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, including extension by the Purchaser of the 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 Purchaser's rights under the Offer, tendered Units may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, Purchaser and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders Unit Holders are otherwise entitled to withdrawal rights as described set forth in this Section 45; subject, however, 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 a withdrawal to be effective, a written, telegraphic or facsimile transmission written notice of withdrawal must be timely received by the Depositary Purchaser at one of its addresses set forth address listed on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person person(s) who tendered the Shares to be withdrawn, the number of Shares Units to be withdrawn and must be signed by the name person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the registered holderOffer. Withdrawn Units may be re-tendered, if different from that of however, by following the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, procedures described in Section 3 herein at any time 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, any notice of withdrawal must also specify the 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 proceduresExpiration Date. All questions as to about the validity and form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of Parent, Purchaser, Neither the Dealer Manager, the Depositary, the Information Agent or Purchaser nor any other person 8will 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.

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 pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser the Company pursuant to the Offer, may also be withdrawn at any time after July 1112:00 Midnight, 1999. 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, neverthelessNew York City time, on behalf of PurchaserJune 29, 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 42001. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be in written or facsimile transmission form and must be received in a timely received manner by the Depositary at one of its addresses 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 withdrawntendering shareholder, the number of Shares to be withdrawn and the name of the registered holder, 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 Share Certificates evidencing the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the tendering shareholder also must submit the serial numbers shown on such Share Certificates must the particular certificates for Shares to be submitted to the Depositary withdrawn, and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Institution (except in the case of Shares have been tendered for the account of by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer as tender set forth in Section 3, any the notice of withdrawal also must also specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's proceduresprocedures of such facility. None of the Company, the Depositary, the Information Agent, or any other person shall 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 notice. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Company, in its sole discretion, whose which determination will shall be final and binding on all partiesbinding. None Withdrawals may not be rescinded, and any Shares withdrawn will thereafter be deemed not properly tendered for purposes of Parentthe Offer unless such withdrawn Shares are properly retendered prior to the Expiration Date by following one of the procedures described in Section 3. If the Company extends the Offer, Purchaseris delayed in its purchase of Shares, or is unable to purchase Shares pursuant to the Dealer ManagerOffer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary, subject to applicable law, may retain tendered Shares on behalf of the Information Agent or any other person 8Company, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4.

Withdrawal Rights. Except as otherwise provided in this Section 4--"Withdrawal Rights", tenders of Shares made pursuant to the 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 Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11December 3, 19991998. If Purchaser extends the Offer, purchase of or payment for Shares is delayed in its acceptance for payment of Shares any reason or if the Offeror is unable to accept purchase or pay for Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaserthe Offeror's rights under the Offer, tendered Shares may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, the Offeror and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described 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. For a withdrawal of Shares tendered pursuant to the Offer to be effective, a written, telegraphic telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal Purchase and 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, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 the procedure 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 must otherwise comply with the 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 Purchaserthe Offeror, in its sole discretion, whose and its determination will be final and binding on all parties. None of the Offeror, the Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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 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--"Procedure for Tendering Shares".

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares shares made pursuant to the Offer our offer are irrevocable. Shares irrevocable except that tendered pursuant to the Offer shares may be withdrawn pursuant to the procedures set forth below 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 July 11, 1999Date. If Purchaser extends the Offerwe extend our offer, is are delayed in its our acceptance for payment of Shares shares or is are unable to accept Shares shares for payment pursuant to the Offer our offer for any reason, then, without prejudice to Purchaser's our rights under the Offerour offer, the our Depositary may, nevertheless, on behalf of Purchaserour behalf, retain tendered Sharesshares, and such Shares 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 this 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). We have agreed to extend our offer from time to time until March 31, 2001 if, and to the extent that, at the Expiration Date, the conditions to our offer have not been satisfied or waived. We may extend our offer after the 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 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 effective, a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the our Depositary at one of its addresses set forth on the back cover page of this Offer to Purchasedocument. Any such notice of withdrawal must specify the name of the person who tendered the Shares shares to be withdrawn, the number of Shares shares to be withdrawn and the name of the registered holderholder of the shares, if different from that of the person who tendered such Sharesthe shares. If Share Certificates stock certificates evidencing Shares shares to be withdrawn have been delivered or otherwise identified to the our Depositary, then, prior to the physical release of such Share Certificatesthe stock certificates, the serial numbers shown on such Share Certificates the stock certificates must be submitted to the our Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institutioneligible guarantor institution, unless such Shares the shares have been tendered for the account of an Eligible Institutioneligible guarantor institution. If Shares shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, "The Tender Offer--Procedures for Accepting Our Offer and Tendering Shares," any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares and otherwise comply with the Bookshares. WE WILL DETERMINE, 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 rescinded. If you have properly withdrawn shares they will be deemed not to have been validly tendered for purposes of our offer. However, withdrawn shares may be re-Entry Transfer Facility's procedures. All questions as tendered at any time prior to the form Expiration Date by following one of the procedures described in "The Tender Offer--Procedures for Accepting Our Offer and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, the Information Agent or any other person 8Tendering Shares."

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11October 22, 1999. 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 42011. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. 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 must be signed by the name person(s) who signed the Agreement of Assignment and Transfer in the registered holder, if different from that same manner as the Agreement of the person who tendered such SharesAssignment and Transfer was signed. If Share Certificates evidencing purchase of, or payment for, Shares is delayed for any reason or if the Purchasers are unable to be withdrawn have been delivered purchase or otherwise identified to the Depositarypay for Shares for any reason, then, prior without prejudice to the physical release Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of such Share Certificates, the serial numbers shown on such Share Certificates must Purchasers and may not be submitted withdrawn except to the Depositary and the signature(s) on the notice of extent that tendering Shareholders are entitled to 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11November 29, 1999. 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 42011. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. 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 must be signed by the name of person(s) who signed the registered holder, if different from that of Assignment Form in the person who tendered such Sharessame manner as the Assignment Form was signed. If Share Certificates evidencing purchase of, or payment for, Shares is delayed for any reason or if the Purchasers are unable to be withdrawn have been delivered purchase or otherwise identified to the Depositarypay for Shares for any reason, then, prior without prejudice to the physical release Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of such Share Certificates, the serial numbers shown on such Share Certificates must Purchasers and may not be submitted withdrawn except to the Depositary and the signature(s) on the notice of extent that tendering Shareholders are entitled to 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. Withdrawn 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 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 day of the Expiration Date more than 10,000,000 Shares have been properly tendered, unless the Purchaser amends the Offer to increase the number of Shares to be 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 automatic withdrawal will occur. Shareholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Except as otherwise provided in this Section 4, You may withdraw tenders of Shares made pursuant to the 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 Expiration Date andDate. Thereafter, such tenders are irrevocable, except that they may be withdrawn after April 2, 2001, unless theretofore such Shares are accepted for payment by Purchaser pursuant and paid for as provided in this Offer to the Offer, may also be withdrawn at any time after July 11, 1999Purchase. If Purchaser extends we extend the Offer, period of time during which the Offer is open or are delayed in its acceptance accepting for payment of or paying for Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's our rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaserour behalf, retain tendered Sharesall Shares tendered, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described otherwise provided in this Section 4Section. For a withdrawal to be effectiveTo withdraw tendered Shares, a written, telegraphic written or facsimile transmission notice of withdrawal with respect to 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 such , and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, withdrawn and the number of Shares to be withdrawn and the name of the registered holderholder of Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the physical release of such Share CertificatesShares. In addition, such notice must specify, 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 such Share Certificates must the particular certificates evidencing the Shares to be submitted to withdrawn or, in the Depositary and the signature(s) on the notice case of withdrawal must be guaranteed Shares tendered 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 3transfer, 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. 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 “The Offer — Procedures for Tendering Shares” at any time prior to the Expiration Date. If we include a Subsequent Offering Period (as described in more detail in “The Offer — Extensions of the Tender Period; Termination; Amendment; Subsequent Offering Period”) following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period or to Shares previously tendered in the Offer and otherwise comply with the Book-Entry Transfer Facility's proceduresaccepted for payment. All We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaserwithdrawal, in its sole discretion, whose and our determination will shall be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11April 17, 1999. 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 42014. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. 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, 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 signed by the Depositary person(s) who signed the Agreement of Assignment and Transfer in the signature(s) on same manner as the Agreement of Assignment and Transfer was signed. However, a notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for is not necessary in the account case of an Eligible Institutionthe Automatic Withdrawal Option described below. If purchase of, or payment for, Shares have been tendered pursuant is delayed for any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of their control, (such as obtaining the execution of the selling shareholder’s custodian, in the case of shares held in an IRA account, or obtaining additional documents from tendering shareholders that may be required to process the transfer) then, without prejudice to the procedure for book-entry transfer 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 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all binding, subject, of course, to each and every parties’ ability to seek review of any contested determination in Washington State Court pursuant to Section 16. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to in the Offer offer may be withdrawn pursuant according to the procedures set forth below at any time prior to before the Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to in the Offeroffer, may also be withdrawn at any time after July 11August 30, 19992009. If Purchaser extends Pursuant to Rule 14d-7 of the OfferExchange Act, 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 no withdrawal rights as described will apply to Shares tendered in this Section 4a “subsequent offering period” and no withdrawal rights apply during the “subsequent offering period” with respect to Shares tendered in the offer and accepted for payment. For a withdrawal to be effective, a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses address set forth on the back cover of this Offer offer to Purchase. Any such notice of withdrawal 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 holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates representing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to before the physical release of such Share Certificatescertificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Share Certificates must be submitted to the Depositary Shares and the signature(s) signature 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 according to the procedure procedures for book-entry transfer as set forth in Section 3, 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 ’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. 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 which determination will be final and binding on all partiesbinding, subject to such parties disputing such determination in a court of competent jurisdiction. None of Parentthe Purchaser, PurchaserLabCorp, the Depositary, the Dealer Manager, the DepositaryInformation Agent, the Information Agent Monogram or any other person 8will 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 risk of the 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 all cases, sufficient time should be allowed to ensure timely delivery.

Withdrawal Rights. Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to in the Offer may be withdrawn pursuant according to the procedures set forth below at any time prior to before the Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to in the Offer, may also be withdrawn at any time after July 11April 16, 1999. 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 42007. 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 address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal 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 holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates representing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to before the physical release of such Share Certificatescertificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Share Certificates must be submitted to the Depositary Shares and the signature(s) signature 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 according to the procedure procedures for book-entry transfer as set forth in Section 3, 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 ’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 Subsequent Offering Period under Rule 14d-11 of the Exchange Act, and no withdrawal rights apply during a Subsequent Offering Period under Rule 14d-11 with Table of Contents respect to Shares tendered in the 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, in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerCytyc, the Depositary, the Information Agent Agent, Adeza or any other person 8will 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 risk of the 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 all cases, sufficient time should be allowed to ensure timely delivery.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made Units pursuant to the Offer are irrevocable. Shares , provided that Units 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11August 2, 1999. 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 42008. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares Units to be withdrawn and must be signed by the name person(s) who signed the Letter of Transmittal in the registered holder, if different from that same manner as the Letter of the person who tendered such SharesTransmittal was signed. If Share Certificates evidencing Shares purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to be withdrawn have been delivered purchase or otherwise identified to the Depositarypay for Units for any reason, then, prior without prejudice to the physical release Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of such Share Certificates, the serial numbers shown on such Share Certificates must Purchasers and may not be submitted withdrawn except to the Depositary and the signature(s) on the notice of extent that tendering Unit holders are entitled to 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn 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 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 day of the Expiration Date more than 300 Units have been properly tendered, unless the Purchaser amends the Offer to increase the number of Units to be 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 automatic withdrawal will occur. Unitholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of Transmittal with their preferred election, in the manner described in Section 3 herein.

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 pursuant to the procedures set forth below at any time on or prior to the Expiration Date andDate. Thereafter, unless theretofore accepted for payment by Purchaser pursuant to the Offertenders are irrevocable, except that Shares tendered may also be withdrawn at any time after July 11March 19, 1999. If 2022 if Purchaser extends the Offer, is delayed in its acceptance has not accepted them for payment by the end of Shares or is unable to accept Shares for payment pursuant to the Offer for any reasonday on March 19, 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 42022. For a withdrawal of Shares to be effective, the Depositary must timely receive a written, telegraphic 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 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 names in which the registered holderShare Certificates are registered, 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 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 procedures for book-entry transfer as set forth in Section 3, 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares and to be withdrawn have been delivered or otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as identified to the form and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, then, prior to the Information Agent physical release of such Share Certificates, the 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 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 on or any other person 8prior to the Expiration Date. Table of Contents

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 pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offeras provided herein, may also be withdrawn at any time after July 11August 10, 19992002 (or such later date as may apply in case the Offer is extended). If Purchaser extends the OfferIf, is delayed in its for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or Purchaser is unable to accept Shares for payment or pay for Shares tendered pursuant to the Offer for any reasonOffer, then, without prejudice to Purchaser's rights under the Offerset forth herein, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, Shares and such Shares may not be withdrawn except to the extent that the tendering stockholders are stockholder is entitled to and duly exercises withdrawal rights as described in this Section 4. For a withdrawal Any such delay will be by an extension of the Offer to the extent required by law. 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 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 holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure 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 the 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 during any Subsequent Offering Period and no withdrawal rights apply during any such Subsequent Offering Period with respect 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 Purchaser, in its sole discretion, whose determination will be final and binding on all partiesbinding. None of ParentPurchaser, PurchaserParent or any of their affiliates or assigns, if any, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. You may withdraw Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore accepted and until we accept them for payment by Purchaser pursuant to the Offerpayment, such Shares may also be withdrawn at any time after July 11November 21, 1999. 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 42010. For a your withdrawal to be effective, the Depositary must timely receive a written, telegraphic 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 such notice of withdrawal must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderrecord holder of the Shares to be withdrawn, 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 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 any Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 3, 3—"Procedures for Tendering Shares," any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 otherwise comply with the Book-Entry Transfer Facility's proceduresserial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. All questions as to the form and validity validity, form, eligibility (including time of receipt) and acceptance of notices any notice of withdrawal will be determined by Purchaserus, in its our sole discretion, whose determination . No withdrawal of Shares will be final deemed to have been properly made until all defects and binding on all partiesirregularities have been cured or waived. None of Parent, Purchaser, the Dealer ManagerHP or Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, or any other person 8will 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. Withdrawn Shares may, however, 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 in accordance with the Merger Agreement, are delayed in our acceptance for payment of Shares or are unable to accept for payment Shares 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 exercise withdrawal rights as described in this Section 4 before the Expiration Date or at any time after November 21, 2010 unless such shares have been accepted for payment as provided herein. In the event we provide a subsequent offering period following the Offer in accordance with the Merger Agreement, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares tendered in the Offer and accepted for payment.

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 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 July 11April 28, 1999. 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 42000. 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 of withdrawal Purchase and must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure 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 the 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. 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 which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent Agent, or any other person 8will 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. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11December 4, 1999. 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 42011. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. 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 must be signed by the name person(s) who signed the Agreement of Assignment and Transfer in the registered holder, if different from that same manner as the Agreement of the person who tendered such SharesAssignment and Transfer was signed. If Share Certificates evidencing purchase of, or payment for, Shares is delayed for any reason or if the Purchasers are unable to be withdrawn have been delivered purchase or otherwise identified to the Depositarypay for Shares for any reason, then, prior without prejudice to the physical release Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of such Share Certificates, the serial numbers shown on such Share Certificates must Purchasers and may not be submitted withdrawn except to the Depositary and the signature(s) on the notice of extent that tendering Shareholders are entitled to 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. ​ Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to in the Offer may be withdrawn pursuant according 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 in the Offer, may also be withdrawn at any time after July 11April 12, 1999. If Purchaser extends the Offer2024, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to Section 14(d)(5) of 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 4Exchange Act. For a withdrawal to be effective, a written, telegraphic 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 such notice of withdrawal 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 holderholder of the Shares to be withdrawn, if different from that the TABLE OF CONTENTS​ name of the person who tendered such the Shares. If Share Certificates evidencing certificates representing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to before the physical release of such Share Certificatescertificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Share Certificates must be submitted to the Depositary Shares and the signature(s) signature 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 according to the procedure procedures for book-entry transfer as set forth in Section 3, 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 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 Book-Entry Transfer Facility's proceduresOffer. 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 sole reasonable discretion, whose which determination will be final and binding. None of Purchaser, Parent, the Depositary, the Information Agent, Science 37 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 Science 37 may challenge a determination made by Xxxxxxxxx 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. None The method for delivery of Parentany 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, Purchaserregistered mail with return receipt requested, the Dealer Managerproperly insured, the Depositaryis recommended. In all cases, the Information Agent or any other person 8sufficient time should be allowed to ensure timely delivery.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable. irrevocable except that such 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 by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11December 22, 19991996. 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 shareholders are entitled to 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. 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 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, 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 Shares have been tendered pursuant to the procedure 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 the 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 Purchaser, in its sole discretion, whose determination will be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer ManagerManagers, the Depositary, the Information Agent or any other person 8will 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 retendered at any time prior to the Expiration Date by following the procedures described in Section 3.

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 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 July 11October 27, 1999. 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 42000. 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 of withdrawal Purchase and must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure 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 the 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 tendered by again following one of the procedures described in Section 3 any time prior to the Expiration Date. If the Purchaser extends the Offer, is delayed in its acceptance of Shares for payment or is unable to accept Shares for payment for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Depositary may, nevertheless, retain tendered Shares on behalf of the Purchaser, and those Shares not withdrawn except to the extent that tendering stockholders are entitled to withdraw them as described in this Section 4. Any such delay will be accompanied by an extension of the Offer to the extent required by law. 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 which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer Manager, the Depositary, the Information Agent Agent, First Union or any other person 8will 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. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable. irrevocable except that such 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 by Purchaser the Purchasers pursuant to the Offer, may also be withdrawn at any time after July 11June 15, 19992000, or at such later time as may apply if the Offer is extended. If Purchaser extends the Purchasers extend the Offer, is are delayed in its their acceptance for payment of Shares or is are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's the Purchasers' rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaserthe Purchasers, 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 4below. Any such delay will be an extension of the Offer to the extent required by law. For a withdrawal to be effective, a written, telegraphic 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 such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the 48 56 number of Shares to be withdrawn withdrawn, and the name of the registered holderholder 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 Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3"THE TENDER OFFER -- Procedures for Tendering Shares" may be withdrawn only by means of the withdrawal procedures made available by the Book-Entry Transfer Facility, 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 must otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be rescinded without the Purchasers' 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, the Purchasers in its their sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer ManagerOfferors or any of their affiliates, the Depositary, the Information Agent or any other person 8will 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 may be re-tendered at any time prior to the Expiration Date by following any of the procedures described in "THE TENDER OFFER -- Procedures for Tendering Shares."

Withdrawal Rights. Except as otherwise provided in this Section 4At any time prior to 5:00 P.M. Eastern Time on November 21, tenders of Shares made pursuant to 2001 (or if the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below offer is extended, at any time prior to 5:00 P.M. Eastern Time on the new Expiration Date Date), and, unless theretofore if the Shares have not by then been accepted for payment by Purchaser pursuant to the OfferFund, may also be withdrawn at any time after July 11December 20, 19992001, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. 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. For a withdrawal to To be effective, a written, telegraphic or facsimile transmission written notice of withdrawal of Shares tendered must be timely received by the Depositary at one of its addresses the appropriate address set forth on the back 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 (xxx xxxxxxx xx which may be confirmed by calling (781) 575-4816), xxx xxx xxxxxnal notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any such notice of withdrawal must specify the name name(s) of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name (which may not be less than all of the registered holderShares tendered by the shareholder) and, if different from that of the person who tendered one or more certificates representing such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the 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 physical release of such Share Certificatescertificate(s), the serial numbers certificate number(s) shown on the particular certificate(s) evidencing such Share Certificates Shares must also be submitted to the Depositary and the signature(s) signature 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 also specify the 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. All questions as to the validity, form and validity eligibility (including time of receipt) of notices of withdrawal will be determined by Purchaser, the Fund in its sole discretion, whose which determination will shall be final and binding binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered by following the procedures described in Section 5 prior to 5:00 P.M. Eastern Time on all partiesthe Expiration Date. None Except as otherwise provided in this Section 6, tenders of ParentShares made pursuant to the Offer will be irrevocable. NEITHER THE FUND, PurchaserITS BOARD OF DIRECTORS, the Dealer ManagerCSAM, the DepositaryTHE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, the Information Agent or any other person 8NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

Withdrawal Rights. Except In accordance with Chapter 11, Section 16, Subsection 1 of the Finnish Securities Market Act and Section 14(d)(5) of the Securities Exchange Act of 1934, as otherwise provided in this Section 4amended, tenders of Shares made pursuant and Rule 14d-7 thereunder (except to the Offer are irrevocable. Shares extent of any SEC relief granted), the Outstanding Shares, ADSs and Outstanding Equity Instruments validly tendered pursuant to in accordance with the terms and conditions of the Tender 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 by Purchaser pursuant to the Offer, may also be withdrawn at any time during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, until the Offeror has announced that all the Conditions to Completion have been satisfied or waived by the Offeror, thereby declaring the Tender Offer unconditional, provided, however, the Offeror shall grant withdrawal rights after July 11, 1999. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant Tender Offer has been declared unconditional to the extent permitted, or required, by Applicable Law. After the Offer for any reason, then, without prejudice to Purchaser's rights under the OfferPeriod (as it may be extended), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Outstanding Shares, ADSs and such Shares Outstanding Equity Instruments already tendered may not no longer be withdrawn except to as required by Applicable Law. In the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. For event of a withdrawal to be effectiveSubsequent Offer Period, 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 of withdrawal must specify the name acceptance of the person who tendered the Shares to Tender Offer shall be binding and cannot be withdrawn, unless otherwise provided under mandatory Finnish and/or United States law. The Offeror will announce the number preliminary result of Shares to be the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period. The Offeror will announce the final result of the Tender Offer on or about the [third (3rd)] Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period. The final result announcement will confirm (i) the percentage of the Outstanding Shares, ADSs and Outstanding Equity Instruments that have been validly tendered and not properly withdrawn and (ii) whether the name Tender Offer will be completed. The Offeror will announce the initial percentage of the registered holderOutstanding Shares, if different from that ADSs and Outstanding Equity Instruments validly tendered during a possible Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry 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 Subsequent Offer Period and the signature(s) final percentage on or about the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for [third (3rd)] Finnish banking day following 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 also specify the number expiry 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. 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, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8Subsequent Offer Period.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant , except that, with respect to the Offer initial offer period, Shares may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date andDate. Shares tendered during a subsequent offer period, unless theretofore accepted for payment by Purchaser pursuant to the Offerif any, may also be withdrawn at any time after July 11, 1999. 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 4withdrawn. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the U.S. Depositary or the U.K. Receiving Agent at one of its addresses 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 the name of the registered holder, holder of such Shares if different from that of the person who tendered such the Shares. If Share Certificates evidencing Shares to be withdrawn certificates or ADRs have been delivered or otherwise identified to the DepositaryU.S. Depositary or U.K. Receiving Agent, then, prior to the physical release of such Share Certificatescertificates or ADRs, the shareholder must submit the serial numbers shown on such Share Certificates must the certificates or ADRs evidencing the Shares to be submitted withdrawn to the U.S. Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institutionor U.K. Receiving Agent and, unless such Shares have been tendered for the account of 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 procedure 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 the Book-Entry Transfer Facility's proceduresShares. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, the Offeror in its sole discretion, whose and its determination will (except as required by the U.K. Takeover Panel) be final and binding on all parties. None of Parentthe Offeror, PurchaserGE, the Dealer ManagerU.S. Depositary, the DepositaryU.K. Receiving Agent, the Information Agent or any other person 8will 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. Withdrawals may not be rescinded. Any Shares properly withdrawn thereafter 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 any of the procedures described in Section 3.

Withdrawal Rights. Except as otherwise provided A stockholder may withdraw Shares previously tendered in this Section 4, tenders of Shares made pursuant to the 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 Expiration Date andTime (including any extension of such time). Thereafter, unless theretofore tenders of Shares are irrevocable. If not accepted for payment by Purchaser pursuant as provided in this Offer to the OfferPurchase prior to December 11, 2017, such Shares may also be withdrawn at any time after July December 11, 19992017. If Purchaser extends the OfferIf, is delayed in its for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or Purchaser is unable to accept Shares for payment pursuant to or pay for Shares tendered in the Offer for any reasonOffer, then, without prejudice to Purchaser's rights under the Offerset forth in this Offer to Purchase, the Depositary may, nevertheless, on behalf of Purchaser's behalf, retain tendered Shares, and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders are such stockholder is entitled to and properly exercises withdrawal rights as described in this Section 44—"Withdrawal Rights" of this Offer to Purchase. For Any such delay will be by an extension of the Offer to the extent required by applicable law and the rules and regulations of the SEC. In order for a stockholder's withdrawal of Shares to be effective, such stockholder must timely deliver a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by to the Depositary at one of its addresses or email 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 withdrawnsuch stockholder's name, the number of Shares that such stockholder wants to be withdrawn and withdraw, and, if Certificates have been tendered, the name of the registered holderholder of Shares as shown on the Certificate, if different from that of the person who tendered such Sharesstockholder's name. If Share Certificates evidencing for the 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 the particular Certificates evidencing Shares to be withdrawn must be submitted to the Depositary and an Eligible Institution must guarantee the signature(s) signatures on the notice of withdrawal must be guaranteed by an Eligible Institutionwithdrawal, unless such except in the case of Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 3— "Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, any the notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares and otherwise comply with Shares, in which case a notice of withdrawal will be effective if delivered to the Book-Entry Transfer Facility's proceduresDepositary by 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 notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of Dassault Systèmes, Parent, Purchaser, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person 8or entity 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. A withdrawal of Shares may not be rescinded. Any Shares that are properly withdrawn will be considered not to have been validly tendered for purposes of the Offer, but such Shares may be tendered again at any time before the Expiration Time by following any of the procedures described in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase.

Withdrawal Rights. Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the 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 Offer Expiration Date andTime. Thereafter, unless theretofore accepted for payment by Purchaser pursuant to the Offertenders are irrevocable, except that Shares tendered may also be withdrawn at any time after July 11February 21, 1999. If 2020 if Purchaser extends the Offer, is delayed in its acceptance has not accepted them for payment by the end of Shares or is unable to accept Shares for payment pursuant to the Offer for any reasonFebruary 21, 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 42020. For a withdrawal of Shares to be effective, the Depositary must timely receive a written, telegraphic 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 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 names in which the registered holderShare Certificates are registered, 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 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 procedures for book-entry transfer as set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares and to be withdrawn have been delivered or otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as identified to the form and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, then, prior to the Information Agent or physical release of such Share Certificates, the 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 be rescinded and any other person 8Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of Table of Contents the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Offer Expiration Time.

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 pursuant to the procedures set forth below at any time prior to the Expiration Date andone minute following 11:59 p.m. (12:00 midnight), New York City time, on Thursday, May 19, 2022, unless theretofore the Offer is extended, in which case you can withdraw your Shares at any time by the then extended date. You can also withdraw your Shares at any time after Tuesday, June 21, 2022, which is the 60th day after the date of commencement of the Offer, unless such Shares have already been 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 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 4validly withdrawn. For a withdrawal of Shares to be effective, a writtenwritten (or, telegraphic or with respect to Eligible Institutions, a facsimile transmission transmission) notice of withdrawal must be timely received by the Depositary at one of its addresses the address set forth on the back cover page 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 holderholder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates 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, 3 — “Procedures for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares. Withdrawals of Shares and otherwise comply with may not be rescinded. Any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the BookOffer. However, withdrawn Shares may be re-Entry Transfer Facility's procedures. All questions as tendered by again following one of the procedures described in Section 3 — “Procedures for Tendering Shares” at any time prior to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all partiesOffer Expiration Time. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8TABLE OF CONTENTS​

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 pursuant to the procedures set forth below at any time prior to the Expiration Date andDate. Thereafter, unless theretofore accepted for payment by Purchaser pursuant to the Offertenders are irrevocable, except that Shares tendered may also be withdrawn at any time after July 1114, 1999. If 2016 if Purchaser extends the Offer, is delayed in its acceptance has not accepted them for payment by the end of Shares or is unable to accept Shares for payment pursuant to the Offer for any reasonJuly 14, 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 42016. For a withdrawal of Shares to be effective, the Depositary must timely receive a written, telegraphic 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 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 names in which the registered holderShare Certificates are registered, 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 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 procedures for book-entry transfer as set forth in Section 3, 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares and to be withdrawn have been delivered or otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as identified to the form and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, then, prior to the Information Agent or physical release of such Share Certificates, the 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 be rescinded and any other person 8Shares 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 Date. Table of Contents

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable, except as otherwise provided in this Section 4. 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time after July 11October 31, 19992000 (or such later date as may be applicable if the Offer is extended). If Purchaser extends the Offer, is delayed in its purchase of or payment for Shares (whether before or after its acceptance for payment of Shares Shares), or is unable to accept purchase or pay for Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's the rights of Purchaser under the Offer, the Depositary may, nevertheless, may retain tendered Shares on behalf of Purchaser, retain tendered Shares, Purchaser and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders are entitled to withdrawal rights as described set forth in this Section 4. The ability of Purchaser to delay the payment for Shares that Purchaser has accepted for payment is subject to the terms of the Merger Agreement and provisions of Rule 14e-1(c) promulgated under the Exchange Act, which requires that Purchaser pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer, unless Purchaser elects to offer a Subsequent Offering Period under Rule 14d-11 promulgated under the Exchange Act and pays for Shares tendered in accordance with that rule. See Section 1. 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 of withdrawal must specify the name of the person persons who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderstockholder, if different from that of the person who tendered such the Shares. If Share Certificates certificates evidencing Shares to be withdrawn (the "Certificates") have been delivered or otherwise identified to the Depositary, Depositary then, prior to the physical release of such Share the Certificates, the tendering stockholder must also submit the serial numbers shown on such Share the particular Certificates must to be submitted to the Depositary withdrawn, and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Institution (except in the case of Shares have been tendered for the account of an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-book- entry transfer as set forth in Section 3, any the notice of withdrawal must also specify the name and number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's proceduresShares. 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, whose which 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 ParentXxxxxx'x, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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 Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date (or in a Subsequent Offering Period, if one is included) by following any of the procedures described in Section 3 above. 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 Shares tendered in the Offer and accepted for payment. See Section 1.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11May 25, 1999. 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 42014. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. 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, 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 signed by the Depositary person(s) who signed the Agreement of Assignment and Transfer in the signature(s) on same manner as the Agreement of Assignment and Transfer was signed. However, a notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for is not necessary in the account case of an Eligible Institutionthe Automatic Withdrawal Option described below. If purchase of, or payment for, Shares have been tendered pursuant is delayed for any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of their control, (such as obtaining the execution of the selling shareholder’s custodian, in the case of shares held in an IRA account, or obtaining additional documents from tendering shareholders that may be required to process the transfer) then, without prejudice to the procedure for book-entry transfer 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 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding, unless successfully challenged by a tendering shareholder in Washington State Court. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore if not previously accepted for payment by Purchaser pursuant to the Offerpayment, may also be withdrawn at any time after July 1113, 1999. If Purchaser extends 2019, the date that is 60 days after the date of the commencement of the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to SEC regulations, in each case only in accordance with 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 procedures described in this Section 4; otherwise, the tender of Shares pursuant to the Offer is irrevocable. For a withdrawal of Shares to be effective, a writtenwritten or, telegraphic or with respect to Eligible Institutions, facsimile transmission transmission, notice of withdrawal with respect to the 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 such notice of withdrawal must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that of the person who tendered such those Shares. If Share Certificates evidencing 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 to be withdrawn have been delivered or otherwise identified to the DepositaryDepositary and Paying Agent, then, prior to the physical release name of such Share Certificates, the registered owner and the serial numbers shown on such Share Certificates those certificates must also be submitted furnished to the Depositary and Paying Agent prior to the signature(s) on return of the notice of withdrawal Shares. If a stockholder tenders Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, the stockholder must be guaranteed by an Eligible Institutioninstruct the broker, unless such Shares have been tendered dealer, commercial bank, trust company or other nominee to arrange for the account withdrawal of an Eligible Institutionthose Shares. If the Offeror extends the Offer, is delayed in its acceptance for payment of Shares have been tendered or is unable to accept for payment Shares pursuant to the procedure Offer for book-entry transfer any reason, then, without prejudice to 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 set forth 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 Section 3, 3—"Procedures for Tendering Shares" at any notice of withdrawal must also specify time prior to the 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 proceduresExpiration Date. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaserthe Offeror, in its sole discretion, whose which determination will shall be final and binding on absent a finding to the contrary by a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all partiesdefects and irregularities have been cured or waived. None of Parent, Purchaserthe Offeror or any of their respective affiliates or assigns, the Dealer Manager, the DepositaryDepositary and Paying Agent, the Information Agent or any other person 8will 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 that notification.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable. irrevocable except that such 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 by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11March 22, 1999. 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 shareholders are entitled to 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. 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 page 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 holderholder 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 Shares have been tendered pursuant to the procedure 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 the Book-Entry Transfer Facility's proceduresShares. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent or any other person 8will 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 re-tendered at any time prior to the Expiration Date by following one of the procedures described in Section 3. 9

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or 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 July 11, 1999. 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 4Date. For a withdrawal of Shares to be effective, a written, telegraphic or facsimile transmission written notice of withdrawal with respect to 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 such notice of withdrawal must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that of the person who tendered such those 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 The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such those Shares have been tendered for the account of an any Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 3, 3—"Procedures for Tendering Shares," any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 otherwise comply with the Book-Entry Transfer Facilityserial numbers shown on those certificates must also be furnished to the Depositary prior to the physical release of those 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 proceduresrights 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 notices any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will . No withdrawal of Shares shall be final deemed to have been properly made until all defects and binding on all partiesirregularities have been cured or waived. None of ParentNRC, Purchaser, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, or any other person 8will 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 that notification.

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 pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offeras provided herein, may also be withdrawn at any time after July 11September 20, 19992001 (or such later date as may apply in case the Offer is extended). If Purchaser extends the OfferIf, is delayed in its for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept Shares for payment or pay for Shares tendered pursuant to the Offer for any reasonOffer, then, without prejudice to the Purchaser's rights under the Offerset forth herein, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, Shares and such Shares may not be withdrawn except to the extent that the tendering stockholders are stockholder is entitled to and duly exercises withdrawal rights as described in this Section 4. For a withdrawal Any such delay will be by an extension of the Offer to the extent required by law. 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 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 holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure 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 the 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 Subsequent Offering Period under Rule 14d-11 under the Exchange Act and no withdrawal rights apply during a Subsequent Offering Period under Rule 14d-11 under the Exchange Act with respect 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, whose determination will shall be final and binding on all partiesbinding. None of Parentthe Purchaser or any of its affiliates or assigns, Purchaser, the Dealer Managerif any, the Depositary, the Information Agent or any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 43, tenders of Shares made pursuant to the 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 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 July 11Sunday, 1999. If Purchaser extends the OfferJanuary 16, 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 42000. 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 of withdrawal Purchase and must specify the name of the person who having tendered the Shares to be withdrawn (or in the case of holders tendering Shares issuable upon the exercise of Company Stock Options, the name of the registered holder of the Company Stock Options that have been tendered for the Shares to be withdrawn), the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure for book-entry transfer as set forth in Section 32, 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 notices of withdrawal will be determined by Purchaser, the Purchaser in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent Agent, the Dealer Manager or any other person 8will 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. Except as otherwise provided in this Section 43, tenders of Shares made pursuant to the 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 Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11September 24, 1999. If Purchaser extends 2016, which is the 60th day after the date of the commencement of 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. For a withdrawal to be effective, a written, telegraphic 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 such notice of withdrawal Purchase and must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, any and the signature(s) all 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 the procedure for book-entry transfer as set forth procedures described in Section 32—“Procedures for 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 DTC to be credited with the withdrawn Shares and otherwise comply with DTC’s procedures, in which case a notice of withdrawal will be effective and proper if delivered to the BookDepositary by any method of delivery described in the first sentence of this paragraph. 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 re-Entry Transfer Facility's procedurestendered by again following one of the procedures described in Section 2—“Procedures for Tendering Shares” of this Offer to Purchase at any time prior to the Expiration Date. All We will determine in our sole discretion all questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose and our determination will be final and binding on all partiesbinding, except as may otherwise be finally determined in a subsequent judicial proceeding if our determination is challenged by a HeartWare stockholder. None of Medtronic, Parent, Purchaser, the Dealer ManagerHeartWare, the Depositary, the Information Agent or any other person 8will 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 of 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. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Withdrawal Rights. Except as otherwise provided in this Section 44 or by applicable law, tenders of Shares made pursuant to the 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 Expiration Date (other than the Shares of Schedule B Stockholders, which may not be withdrawn pursuant to the Tender Offer Agreement) and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11December 17, 19992000 (or such later date as may apply if the Offer is extended). If Purchaser extends the Offer, Offer or if the purchase of or payment for Shares is delayed in its acceptance for payment of Shares any reason or if Purchaser is unable to accept purchase or pay for Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the tendered Shares may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, Purchaser and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described set forth in this Section 4, subject to Rule 14e-l(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. Any such delivery in an acceptance for payment 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 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 of withdrawal must must, to be valid, specify (i) the name of the person who tendered the Shares to be withdrawn, (ii) the class and number of Shares to be withdrawn and (iii) the name of in which the registered holdercertificates representing such Shares are registered, if different from that of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must must, to be valid, also specify the name and number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's proceduresShares. 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, whose and its determination will be final and binding on all parties. None of ParentPurchaser, Purchaserits affiliates or assigns, the Dealer Manager, the Depositary, the Information Agent or nor any other person 8will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability to any tendering stockholder for failure to give any such notification. 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to in the Offer may be withdrawn pursuant according to the procedures set forth below at any time prior to before the Expiration Date andDate. In addition, unless theretofore accepted for payment by Purchaser pursuant to Section 14(d)(5) of the OfferExchange Act, the Shares may also be withdrawn at any time after July 11January 1, 1999. If Purchaser extends 2017, which is the 60th day after the date of the Offer, is delayed in its acceptance unless prior to that date the Purchaser has accepted for payment of the Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under tendered in 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. For a withdrawal to be effective, a written, telegraphic or facsimile transmission written notice of withdrawal must be timely received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal 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 holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates representing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to before the physical release of such Share Certificatescertificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Share Certificates must be submitted to the Depositary Shares, and the signature(s) signature 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 according to the procedure procedures for book-entry transfer of Shares held through the Book-Entry Transfer Facility as set forth in Section 3, 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 ’s procedures. Withdrawals of tendered 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. All questions as to the validity, form and validity eligibility (including time of receipt) of notices of withdrawal will be resolved by the Purchaser. The Purchaser reserves the right to reject all notices of withdrawal determined by Purchaser, not to be in its sole discretion, whose determination proper or complete form or to waive any irregularities or conditions. No notice of withdrawal will be final and binding on deemed to have been validly made until all partiesdefects or irregularities relating thereto have been cured or waived. None of Parent, the Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent Agent, Everyday Health or any other person 8will 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 election and risk of the 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 all cases, sufficient time should be allowed to ensure timely delivery.

Withdrawal Rights. Except as otherwise provided in this Section 43, tenders of Class A Shares made pursuant to the 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 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 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 4Date. 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 of withdrawal Purchase and must specify the name of the person who having tendered the Class A Shares to be withdrawn, the number of Class A Shares to be withdrawn and the name of the registered holderholder of the Class A Shares to be withdrawn, if different from that the name of the person who tendered such the Class A Shares. If Share Certificates evidencing certificates for Class A Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Class A Shares have been tendered by an Eligible Institution, the signature(s) signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. Withdrawals of tenders of Class A Shares may not be rescinded, unless such and any Class A Shares have been properly withdrawn will thereafter be deemed not validly tendered for any purposes of the account Offer. However, withdrawn Class A Shares may be retendered by again following one of an Eligible Institution. If Shares have been tendered pursuant the procedures described in Section 2 at any time prior to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the 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 proceduresExpiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, the Purchaser in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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. Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the 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 Expiration Date andDate. Thereafter, unless theretofore tenders are irrevocable, except that if we have not accepted your Shares for payment by Purchaser pursuant to within 60 days of commencement of the Offer, you may also be withdrawn withdraw them at any time after July 11March 22, 1999. If Purchaser extends 2020, the 60th day after commencement of the Offer, is delayed in its acceptance for payment of Shares or is unable to accept until Purchaser accepts your 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 4payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written, telegraphic or facsimile transmission 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 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 names in which the registered holderShare Certificates are registered, 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 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 procedures for book-entry transfer as set forth in Section 3, 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares and to be withdrawn have been delivered or otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as identified to the form and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, then, prior to the Information Agent or physical release of such Share Certificates, the 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 be rescinded and any other person 8Shares 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 Date.

Withdrawal Rights. Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to in the Offer may be withdrawn pursuant according to the procedures set forth below at any time prior to before the Expiration Date andDate. In addition, unless theretofore accepted for payment by Purchaser pursuant to Section 14(d)(5) of the OfferExchange Act, the Shares may also be withdrawn at any time after July 11March 26, 1999. If Purchaser extends 2011, which is the 60th day after the date of the Offer, is delayed in its acceptance unless prior to that date the Purchaser has accepted for payment of the Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under validly tendered in 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. 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 address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal 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 holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates representing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to before the physical release of such Share Certificatescertificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Share Certificates must be submitted to the Depositary Shares and the signature(s) signature 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 according to the procedure procedures for book-entry transfer as set forth in Section 3, 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 ’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 Subsequent Offering Period under Rule 14d-11 of the Exchange Act, and no withdrawal rights apply during a Subsequent Offering Period under Rule 14d-11 with respect to Shares tendered in the 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, in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerIDEX, the Depositary, the Information Agent Microfluidics or any other person 8will 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 risk of the 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 all cases, sufficient time should be allowed to ensure timely delivery.

Withdrawal Rights. Except as otherwise provided in this Section 4section, tenders of Shares made pursuant to the 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 Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time on or after July 11December 27, 1999. If Purchaser extends the Offer, purchase of or payment for Shares is delayed in its acceptance for payment of Shares any reason or if Purchaser is unable to accept purchase or pay for Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, tendered Shares may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, Purchaser and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described set forth in this Section 4section, 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. For a withdrawal to be effective, a written, telegraphic 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. 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 in which the registered holdercertificates representing such Shares are registered, if different from that of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 the procedure for book-entry transfer as set forth in Section 33 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 and otherwise comply with the Book-Entry Transfer Facility's proceduresShares. 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, whose and its determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent or any other person 8will 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. A withdrawal 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 of this Offer to Purchase.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. You may withdraw Shares that you have previously tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to before the Expiration Date and, unless theretofore thereafter, you may withdraw such Shares at any time until such Shares have been accepted for payment by Purchaser pursuant as provided in this Offer to Purchase. If we extend the Offer, may also be withdrawn at any time after July 11, 1999. If Purchaser extends the Offer, is delayed in its delay acceptance for payment of or payment for Shares or is are unable to accept Shares for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's our rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaserour behalf, retain tendered Sharesall Shares tendered, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described otherwise provided in this Section 4. For a your withdrawal to be effective, a written, telegraphic telegraphic, telex or facsimile transmission notice of withdrawal with respect to 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 such , and the 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 holderholder of Shares, if different from that of the person who tendered such Shares. If Share Certificates the certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to a signed notice of withdrawal with (except in the physical case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the release of such Share CertificatesShares. In addition, such notice must specify, 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 such Share Certificates must the particular certificates evidencing the Shares to be submitted to withdrawn or, in the Depositary and the signature(s) on the notice case of withdrawal must be guaranteed Shares tendered 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 3transfer, 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. 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—Procedure for Tendering Shares" at any time before the Expiration Date. If we provide a Subsequent Offering Period (as described in more detail in "The Offer—Section 1—Terms of the Offer") following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period and otherwise comply no withdrawal rights will apply during such Subsequent Offering Period with respect to Shares previously tendered in the Book-Entry Transfer Facility's proceduresOffer and accepted for payment. All We will determine, in our discretion, all questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaserwithdrawal, in its sole discretion, whose and our determination will shall be final and binding on all partiesbinding. 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 ParentMW, the Purchaser, the Dealer ManagerManagers, the Depositary, the Information Agent or any other person 8will 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.

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 pursuant to the procedures set forth below 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 July 11, 1999. 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 4Date. 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 page 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 holderholder 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 Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as Tendering Shares” at any time prior to the form and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, the Information Agent or any other person 8Expiration Date.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless and until theretofore accepted for payment by Purchaser pursuant to the Offer, such Shares may also be withdrawn at any time after July 11May 2, 19992008 (or an applicable subsequent date in the event we extend the Offer). We are not required to provide for withdrawal rights for any subsequent offering period. For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by Mellon Investor Services 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 LaSalle Bank to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to Mellon Investor Services, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to Mellon Investor Services prior to the physical release of such certificates. 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. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Opto Circuits, Purchaser or any of their respective affiliates or assigns, Mellon Investor Services, 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 Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept for payment, Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the this Offer, the Depositary may, Mellon Investor Services 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 exercise withdrawal rights as described in this Section 4. For a withdrawal to be effective4 before the Expiration Date or at any time after May 2, a written, telegraphic 2008 (or facsimile transmission notice of withdrawal must be timely received by an applicable subsequent date in the Depositary at one of its addresses set forth on event we extend 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, 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 InstitutionOffer), unless theretofore accepted for payment as provided herein. In the event Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares have been tendered in the Offer and accepted 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 also specify the 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. 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, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8payment.

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 pursuant to the procedures set forth below at any time on or 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 July 11, 1999. 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 4Date. 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 page 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 holderholder 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 Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, 3—"Procedures for Accepting the Offer and Tendering Shares," any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as Tendering Shares" at any time on or prior to the form and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, the Information Agent or any other person 8Expiration Date.

Withdrawal Rights. Except as otherwise provided A shareholder may withdraw Shares previously tendered in this Section 4, tenders of Shares made pursuant to the 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 Expiration Date and(including any extension of such time). Thereafter, unless theretofore tenders of Shares are irrevocable. If not accepted for payment by Purchaser pursuant as provided in this Offer to the OfferPurchase prior to April 27, 2017, such Shares may also be withdrawn at any time after July 11April 27, 19992017. If In the event Purchaser extends provides the Subsequent Offering Period following the Offer, is delayed in its no withdrawal rights will apply to Shares tendered If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or Purchaser is unable to accept Shares for payment pursuant to or pay for Shares tendered in the Offer for any reasonOffer, then, without prejudice to Purchaser's rights under the Offerset forth in this Offer to Purchase, the Depositary may, nevertheless, on behalf of Purchaser's behalf, retain tendered Shares, and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders are such shareholder is entitled to and properly exercises withdrawal rights as described in this Section 44—"Withdrawal Rights" of this Offer to Purchase. For Any such delay will be by an extension of the Offer to the extent required by applicable law and the rules and regulations of the SEC. In order for a shareholder's withdrawal of Shares to be effective, such shareholder must timely deliver a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by to the Depositary at one of its addresses or fax numbers 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 withdrawnsuch shareholder's name, the number of Shares that such shareholder wants to be withdrawn and withdraw, and, if Certificates have been tendered, the name of the registered holderholder of Shares as shown on the Certificate, if different from that of the person who tendered such Sharesshareholder's name. If Share Certificates evidencing for the 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 the particular Certificates evidencing Shares to be withdrawn must be submitted to the Depositary and an Eligible Institution must guarantee the signature(s) signatures on the notice of withdrawal must be guaranteed by an Eligible Institutionwithdrawal, unless such except in the case of Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 33—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, any the notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the first sentence of this paragraph. If a shareholder who tendered Shares through the Arctic Cat 401(k) Plan by giving instructions to Xxxxx Fargo Bank, N.A. wishes to withdraw Shares from the tender, an updated Tender Offer Instruction Form must be delivered to Xxxxx Fargo Bank, N.A. Such instructions must provide sufficient notice in advance of the Expiration Date (and otherwise in any event not later than three (3) business days prior to the Expiration Date) to enable Xxxxx Fargo Bank, N.A. and the Arctic Cat 401(k) Plan Trustee to comply with the Book-Entry Transfer Facility's proceduresinstructions contained therein. 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, whose determination will be final and binding on all parties. None of ParentTextron, Purchaser, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person 8or entity 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. A withdrawal of Shares may not be rescinded. Any Shares that are properly withdrawn will be considered not to have been validly tendered for purposes of the Offer, but such Shares may be tendered 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" of this Offer to Purchase.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11May 27, 1999. 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 42012. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawnwithdrawn 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 any reason or if the number Purchasers are unable to purchase or pay for Shares for any reason outside of their control, (such as obtaining the execution of the selling shareholder’s custodian, in the case of shares held in an IRA account, or obtaining additional documents from tendering shareholders that may be required to process the transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares to may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn and the name of the registered holder, 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 except to the Depositary, then, prior extent that tendering Shareholders are entitled 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. 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 pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time after July 11August 12, 1999. 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. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary must receive (at one of its addresses address set forth on the back cover of this Offer to Purchase) a notice of withdrawal in written, telegraphic or facsimile transmission form on a timely basis. Any such Such notice of withdrawal must specify the name of the 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 Shares. If Share Certificates evidencing Shares to be withdrawn the certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the tendering shareholder must also submit the serial numbers shown on such Share Certificates must be submitted to the Depositary particular certificates evidencing the Shares and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Institution (except in the case of Shares have been tendered for the account of by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any the notice of withdrawal must also specify the name and the 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 proceduresprocedures of such facility. All questions as to the form and validity (validity, including time of receipt) , of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose which determination will shall be final and binding on all parties. None of ParentPurchaser, PurchaserCendant, the Dealer Manager, the Depositary, the Information Agent or any other person 8is 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 Offer. However, withdrawn Shares may be re-tendered before the Expiration Date by again following any of the procedures described in Section 3. If Purchaser extends the Offer, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, subject to applicable law, retain on behalf of Purchaser all tendered Shares, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Participants in the Savings Plans should disregard the foregoing procedures with respect to Shares attributable to their individual accounts in the Savings Plans and should follow the procedures for withdrawal included in the letter furnished to such participants by Purchaser.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the 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 Expiration Date andDate. Thereafter, such tenders are irrevocable, except that they may be withdrawn after October 31, 1998 unless theretofore accepted for payment by Purchaser pursuant as provided in this Offer to the Offer, may also be withdrawn at any time after July 11, 1999Purchase. If Purchaser extends the Offerperiod of time during which the Offer is open, is delayed in its acceptance accepting for payment of or paying for Shares or is unable to accept Shares 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 Sharesall Shares tendered, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described otherwise provided in this Section 4. For a withdrawal to To be effective, a written, telegraphic 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. Any such notice of withdrawal Purchase and 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 holderholder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the physical release of such Share CertificatesShares. In addition, such notice must specify, 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 such Share Certificates must the particular certificates evidencing the Shares to be submitted to withdrawn or, in the Depositary and the signature(s) on the notice case of withdrawal must be guaranteed Shares tendered 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 3transfer, 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. Withdrawals may not be rescinded, and Shares and otherwise comply with withdrawn will thereafter be deemed not validly tendered for purposes of the Book-Entry Transfer Facility's proceduresOffer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

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 pursuant to the procedures set forth below at any time prior to midnight (New York City time) on the Expiration Date and, unless theretofore previously accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11August 24, 1999. If Purchaser extends 2015, which is the 60th day after the date of the commencement of 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. 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 page 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 holderholder 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 Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 otherwise comply with Tendering Shares” at any time by the 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 Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8Expiration Date.

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 pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11May 2, 1999. 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 42008. 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 page 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 holderholder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates 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, 3 — “Procedures for Accepting the Offer and 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. 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 otherwise comply 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 Shares tendered in the Book-Entry Transfer Facility's proceduresOffer and accepted for payment. All 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 notices any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose and our determination will be final and binding on all partiesbinding. None of Parentthe Purchaser, Purchaserthe Depositary, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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. 8 Table of Contents

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Series A 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 by Purchaser the Purchasers pursuant to the Offer, may also be withdrawn at any time after July 11December 5, 1999, or at such later time as may apply if the Offer is extended. If Purchaser extends the Purchasers extend the Offer, is are delayed in its their acceptance of Series A Shares for payment of Shares or is are unable to accept Series A Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's the Purchasers' rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaserthe Purchasers, retain tendered Series A Shares, and such Series A 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 will be by an extension of the Offer to the extent required by law. 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 of withdrawal must specify the name of the person who tendered the Series A Shares to be withdrawn, the number of Series A Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Series A Shares. If Share Certificates evidencing Series A 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 Series A Shares have been tendered for the account of an Eligible Institution. If Series A Shares have been tendered pursuant to the procedure 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 the Book-Entry Transfer Facility's proceduresSeries A Shares. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose determination will be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer ManagerPurchasers, the Depositary, the Information Agent or any other person 8will 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 Series A Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Series A Shares may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in Section 3.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are will be irrevocable. You have the right to withdraw tendered Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to 4:00 p.m., Central Time, on the Expiration Date andDate. If you desire to withdraw Shares tendered on your behalf by a Xxxxxxx Xxxxxx, unless theretofore accepted for payment you may withdraw by Purchaser pursuant contacting that firm and instructing them to withdraw such Shares. Upon terms and subject 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 conditions 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 mayFund expects to accept for payment properly tendered Shares promptly after the Expiration Date. If the Fund has not agreed to accept your Shares for payment after the expiration of 40 days from the commencement of the Offer, nevertheless, on behalf of Purchaser, retain tendered Shares, and such you can withdraw them at anytime after that until the Fund accepts your Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4for payment. For a withdrawal to To be effective, a written, telegraphic written or facsimile transmission notice Notice of withdrawal Withdrawal in the form provided by the Fund must be timely received by the Depositary at one of its addresses the address set forth on the back cover page 17 of this Offer to Purchase. Any such notice Notice of withdrawal 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 Shares to be withdrawn and 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, 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, holder and the serial numbers shown on such Share Certificates of the particular certificates evidencing the Shares withdrawn must also be submitted furnished to the Depositary and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible InstitutionGuarantor. If Shares have been tendered delivered pursuant to the procedure for book-entry transfer as delivery procedure (set forth in Section 3, “Procedures for Tendering Common Shares”), any notice of withdrawal must also specify the name and number of the account at the Bookbook-Entry Transfer Facility entry transfer facility to be credited with the withdrawn Shares (which must be the same name, number, and otherwise book-entry transfer facility from which the Shares were tendered), and must comply with the Book-Entry Transfer Facility's proceduresprocedures of DTC. All questions as to the form and validity (including time of receipt) of notices Notices of withdrawal Withdrawal will be determined by Purchaser, the Fund in its sole discretion, whose determination will shall be final and binding on all partiesbinding. None of ParentNeither the Fund, Purchasernor Xxxxxxx, nor the Dealer Manager, the Depositary, the Information Agent or Depositary nor any other person 8shall 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 notice. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following the 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 delivery of any documents related to a withdrawal is at the risk of the withdrawing Shareholder. 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 all cases, sufficient time should be allowed to ensure timely delivery.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares Units made pursuant to the Offer are irrevocable. Shares , except that Units tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11February 20, 19991997. If Purchaser extends the Offerpurchase of, or payment for, Units is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, including extension by the Purchaser of the Expiration Date, or if the Purchaser is unable to purchase or pay for Units for any reason then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders Unitholders are entitled to withdrawal rights as described set forth in this Section 45; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unitholders the Purchase Price in respect of Units tendered or return the certificates representing such Units, if any, promptly after termination or withdrawal of the Offer. For a withdrawal to be effective, a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth listed on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person person(s) who tendered the Shares to be withdrawn, the number of Shares Units to be withdrawn and must be signed by the name person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the registered holderOffer. Withdrawn Units may be re-tendered, if different from that of however, by following the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, procedures described in Section 3 at any time 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, any notice of withdrawal must also specify the 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 proceduresExpiration Date. All questions as to about the validity and form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of Parent, Neither the Purchaser, the Dealer ManagerARV, the DepositaryFinancial Advisor, the Information Agent or Agent, the Depositary nor any other person 8will 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.

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 pursuant to the procedures set forth below 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 July 11April 25, 19991996. If Purchaser extends the Offer, purchase of or payment for Shares is delayed in its acceptance for payment of Shares any reason or if the Offeror is unable to accept purchase or pay for Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaserthe Offeror's rights under the Offer, tendered Shares may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, the Offeror and such Shares may not be withdrawn except to the extent that tendering stockholders shareholders are entitled to withdrawal rights as described 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. For a withdrawal to be effective, a written, telegraphic 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. 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 in which the registered holdercertificates representing such Shares are registered, if different from that of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 the procedure 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 the Book-Entry Transfer Facility's proceduresShares. All questions as to the form and validity (including time of timeliness and receipt) of notices of withdrawal will be determined by Purchaserthe Offeror, in its sole discretion, whose and its determination will be final and binding on all parties. None of The Offeror, BUSA, the Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will not 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 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 herein. 5.

Withdrawal Rights. Except as otherwise provided described in this Section 43, tenders of Shares made pursuant to in the Offer are irrevocable. You may withdraw Shares that you previously tendered pursuant to in the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore previously accepted for payment by Purchaser pursuant to the Offer, such Shares may also be withdrawn at any time after July 11, 1999. 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 42000. For a your withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal you must be timely received by deliver to the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such Purchase a written, telegraphic or facsimile transmission notice of withdrawal withdrawal. This notice must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the 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 and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure for book-entry transfer as set forth in Section 32, 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 Purchaserus, in its our sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent Agent, the Dealer Manager or any other person 8will 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 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer shares are irrevocable. Shares tendered pursuant to the Offer offer may be withdrawn pursuant to the procedures set forth described below at any time prior to the Expiration Date expiration date and, unless theretofore accepted for payment and paid for by Purchaser CRI Acquisition pursuant to the Offeroffer, may also be withdrawn at any time after July 11October 2, 1999. 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 42000. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by Registrar and Transfer Company, as the Depositary depositary, at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal Purchase and must specify the name of the person who having tendered the Shares shares to be withdrawn, the number of Shares shares to be withdrawn and the name of the registered holderholder of the shares to be withdrawn, if different from that the name of the person who tendered such Sharesthe shares. If Share Certificates evidencing Shares to be withdrawn certificates for shares have been delivered or otherwise identified to the Depositarydepositary, then, prior to the physical release of such Share Certificatesthe certificates, the serial numbers shown on such Share Certificates the certificates must be submitted to the Depositary and depositary and, unless the signature(s) shares have been tendered by an eligible institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares eligible institution. If shares have been tendered for the account of an Eligible Institution. If Shares have been tendered delivered pursuant to the procedure procedures for book-entry transfer as set forth in Section 33 of this Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Bookappropriate book-Entry Transfer Facility entry transfer facility to be credited with the withdrawn Shares shares and otherwise comply with the Booksuch book-Entry Transfer Facilityentry 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 of this Offer to Purchase 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 PurchaserCRI Acquisition, in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, PurchaserCRI Acquisition, the Dealer Managerdepositary, the Depositary, the Information Agent information agent or any other person 8will 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. Except as otherwise provided described in this Section 43, tenders of Shares made pursuant to in the Offer are irrevocable. You may withdraw Shares that you previously tendered pursuant to in the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore previously accepted for payment by Purchaser pursuant to the Offer, such Shares may also be withdrawn at any time after July 11May 28, 1999. 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 42001. For a your withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal you must be timely received by deliver to the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such Purchase a written, telegraphic or facsimile transmission notice of withdrawal withdrawal. This notice must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the 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 and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure for book-entry transfer as set forth in Section 32, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 Purchaserus, in its our sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent or any other person 8will 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 Stockholders 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 14e-1(e) 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 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11January 24, 1999. 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 42015. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. 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, 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 signed by the Depositary person(s) who signed the Agreement of Assignment and Transfer in the signature(s) on same manner as the Agreement of Assignment and Transfer was signed. However, a notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for is not necessary in the account case of an Eligible Institutionthe Automatic Withdrawal Option described below. If purchase of, or payment for, Shares have been tendered pursuant is delayed for any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of their control, (such as obtaining the execution of the selling shareholder’s custodian, in the case of shares held in an IRA account, or obtaining additional documents from tendering shareholders that may be required to process the transfer) then, without prejudice to the procedure for book-entry transfer 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 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding, unless successfully challenged by a tendering shareholder in Washington State Court. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to in the Offer are irrevocable. A stockholder may withdraw 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 and until Purchaser has previously accepted them for payment by Purchaser pursuant to the Offerpayment, such Shares may also be withdrawn at any time after July 1120, 19992012. If Purchaser extends the Offer, is delayed in its acceptance for payment of or payment for Shares or is unable to accept Shares 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, may nevertheless, on behalf of Table of Contents Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to exercise withdrawal rights as described in this Section 44 before the Expiration Date or at any time after July 20, 2012, unless theretofore accepted for payment as provided herein. For a withdrawal of Shares to be effective, a written, telegraphic or facsimile transmission 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 such notice of withdrawal must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderrecord holder of the Shares to be withdrawn, 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 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 any Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 3, 3—"Procedures for Tendering Shares," any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 otherwise comply with the Book-Entry Transfer Facility's proceduresserial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose which determination will 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 ParentDSM, Purchaser, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person 8will 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, if one is provided. In the event Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares previously tendered in the Offer and accepted for payment.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable. irrevocable except that such 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 by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11October 17, 19992002. 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 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 effective, a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the 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 the name of the registered holderholder of the 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 Shares have been tendered pursuant to the 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, 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 must otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be rescinded 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, in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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. However, any Shares properly withdrawn may be re-tendered at any time prior to the Expiration Date by following any of the procedures described in Section 3--"Procedures for Tendering Shares".

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders the tender of Shares made pursuant to the Offer are is irrevocable. You have the right to, and can, withdraw Shares that you previously tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to until the Expiration Date Offer has expired and, unless theretofore accepted if we have not by September 8, 2008 agreed to accept your Shares for payment by Purchaser pursuant to the Offerpayment, may also be withdrawn you can withdraw them at any time after July 11such time until we accept your Shares for payment. You may not, 1999however, withdraw Shares tendered in this Offer during any subsequent offering period. If Purchaser extends we extend the Offer, is or we are delayed in its our acceptance for payment of Shares or is we are unable to accept purchase Shares for payment pursuant to validly tendered under the Offer for any reason, then, without prejudice to Purchaser's our rights under the Offer, the Depositary may, may nevertheless, on behalf of Purchaserour behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders you are entitled to withdrawal rights as described in this Section 4. Any such delay will be accompanied by an extension of the Offer to the extent required by law. For a your withdrawal of Shares to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by 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 such notice of withdrawal must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderrecord holder of the Shares to be withdrawn, 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 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 any Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in “— Section 3, . Procedures for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility 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 otherwise comply with the Book-Entry Transfer Facility's proceduresserial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. All We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaserwithdrawal, in its sole discretion, whose 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, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, or any other person 8will 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 that we subsequently elect to provide a subsequent offering period, no withdrawal rights will apply to Shares tendered in the Offer during such subsequent offering period or to Shares tendered in the Offer and accepted for payment.

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 pursuant to the procedures set forth below at any time on or 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 July 11May 22, 1999. If Purchaser extends 2011, which is 60 days from the date of the commencement of 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. 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 page 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 holderholder 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 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 set forth described in Section 3, any 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 the Book-Entry Transfer Facility 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 otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as Tendering Shares” at any time on or prior to the form 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 validity (including time no withdrawal rights apply during the subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of receipt) of notices 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, the Dealer Manager, the Depositary, the Information Agent or any other person 8Offer.”

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 pursuant to the procedures set forth below at any time prior to the expiration of the Offer on the Expiration Date andDate. Thereafter, unless theretofore tenders are irrevocable, except that if we have not accepted your Shares for payment by Purchaser pursuant to within sixty (60) days of commencement of the Offer, you may also be withdrawn withdraw them at any time after July 11September 5, 1999. If Purchaser extends 2022, the sixtieth (60th) day after commencement of the Offer, is delayed in its acceptance for payment of Shares or is unable to accept until Purchaser accepts your 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 4payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written, telegraphic 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 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 names in which the registered holderShare 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 evidencing representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owners and the serial numbers shown on such Share Certificates must also be submitted furnished to the Depositary Depositary. Withdrawals of tenders of Shares may not be rescinded and the signature(s) on the notice of withdrawal must any Shares properly withdrawn will be guaranteed by an Eligible Institution, unless such Shares have been deemed not validly tendered for purposes of the account Offer. However, withdrawn Shares may be re-tendered by following one of an Eligible Institution. If the procedures for tendering Shares have been tendered pursuant described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the 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. 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, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8Expiration Date.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to However, a stockholder has withdrawal rights that are exercisable until the expiration of the Offer may be withdrawn pursuant to the procedures set forth below (i.e., at any time prior to one minute after 11:59 p.m., Eastern Time on March 21, 2024), or in the Expiration Date andevent the Offer is extended, unless theretofore accepted for payment by Purchaser pursuant on such date and time to which the OfferOffer is extended. In addition, Shares may also be withdrawn at any time after July 11April 22, 1999. If Purchaser extends 2024, which is the 60th day after the date of the commencement of the Offer, is delayed in its acceptance unless prior to that date Purchaser has accepted for payment of the Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under validly tendered in 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. For a withdrawal of Shares to be effective, a written, telegraphic or facsimile transmission 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 such notice of withdrawal must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderrecord holder of the Shares to be withdrawn, 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 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 any Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 3, 3 — “Procedures for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's proceduresShares. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaserus, in its our sole discretion, whose which determination will be final and binding on binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. No withdrawal of Shares will be deemed to have been properly made until all partiesdefects and irregularities have been cured or waived. None of Parent, Purchaser, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, or any other person 8will 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 of the Offer. If Purchaser extends the Offer, delays 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 the Offer, the Depositary may nevertheless, on Purchaser’s 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11December 25, 1999. 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 42010. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. 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 must be signed by the name of person(s) who signed the registered holder, if different from that of Assignment Form in the person who tendered such Sharessame manner as the Assignment Form was signed. If Share Certificates evidencing purchase of, or payment for, Shares is delayed for any reason or if the Purchasers are unable to be withdrawn have been delivered purchase or otherwise identified to the Depositarypay for Shares for any reason, then, prior without prejudice to the physical release Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of such Share Certificates, the serial numbers shown on such Share Certificates must Purchasers and may not be submitted withdrawn except to the Depositary and the signature(s) on the notice of extent that tendering Shareholders are entitled to 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. Withdrawn 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 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 day of the Expiration Date more than 40 Shares have been properly tendered, unless the Purchaser amends the Offer to increase the number of Shares to be 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 automatic withdrawal will occur. Shareholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Except A holder of Depositary Shares representing one or more whole shares of Stock shall be entitled to exchange such Depositary Shares for such whole shares of Stock and all money and other property, if any, represented thereby. In order to exercise that right, such holder shall surrender the Receipt or Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer as otherwise provided in this Section 4, tenders of Shares made pursuant the Depositary shall require) to the Offer are irrevocableDepositary accompanied by a written request for exchange specifying the number of shares of Stock to be issued in exchange. 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 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 Upon receipt 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 Offersuch request, the Depositary mayshall surrender to the transfer agent for the Stock one or more certificates representing the number of whole shares of Stock and all money and other property, neverthelessif any, on behalf represented by the Receipt or Receipts so surrendered for withdrawal. Shares of PurchaserStock transferred by the Depositary in such an exchange may not thereafter be re-deposited with the Depositary and the holder of such shares of Stock shall not thereafter be entitled to receive Depositary Shares therefor. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, retain tendered Sharesthe Depositary shall at the same time, in addition to such number of whole shares of Stock 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. For a withdrawal money and other property, if any, to be effectiveso withdrawn, deliver to such holder, or (subject to Section 2.06) upon his order, a writtennew Receipt evidencing such excess number of Depositary Shares. Delivery of the Stock and money and other property being withdrawn may be made by the delivery of such certificates, telegraphic or facsimile transmission notice documents of title and other instruments as the Depositary may deem appropriate. In no event shall any fractional share of Stock be so transferred. Delivery of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal must shall be timely received made by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify Cleveland office, except that, at the name request, risk and expenses of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn holder surrendering such Receipt or Receipts and the name of the registered holder, 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 Shares have been tendered pursuant to the procedure for book-entry transfer holder thereof, such delivery may be made at such other place as set forth in Section 3, any notice of withdrawal must also specify the number of the account at the Book-Entry Transfer Facility to may be 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 notices of withdrawal will be determined designated by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8such holder.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares Units made pursuant to the Offer are irrevocable. Shares , except that Units tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11April 9, 19992004. If Purchaser extends the Offerpurchase of, or payment for, Units is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, including extension by the Purchaser of the 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 Purchaser's ’s rights under the Offer, tendered Units may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, Purchaser and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders Unit holders are otherwise entitled to withdrawal rights as described set forth in this Section 45, subject, however, 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 or return documents, if any, representing those Units promptly after termination or withdrawal of the Offer. For a withdrawal to be effective, a written, telegraphic or facsimile transmission written notice of withdrawal must be timely received by the Depositary Purchaser at one its address listed in the Letter of its addresses set forth on the back cover of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person person(s) who tendered the Shares to be withdrawn, the number of Shares Units to be withdrawn and must be signed by the name person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the registered holderOffer. Withdrawn Units may be re-tendered, if different from that of however, by following the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, procedures described in Section 3 herein at any time 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, any notice of withdrawal must also specify the 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 proceduresExpiration Date. All questions as to about the validity and form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of Parent, Purchaser, Neither the Dealer Manager, the Depositary, the Information Agent or Purchaser nor any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 43, tenders of Shares made pursuant to the 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 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 July 11February 20, 1999. 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 41995. 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 of withdrawal Purchase and must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure for book-entry transfer as set forth in Section 32, 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 the 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 any 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 notices of withdrawal will be determined by Purchaser, the Purchaser in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent Agent, either Dealer Manager, or any other person 8will 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. Except as otherwise provided in this Section 4, tenders a tender of Shares made pursuant to the Offer are is irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to before the Expiration Date Time and, unless theretofore accepted for payment by Purchaser pursuant the Company as provided in this Offer to the OfferPurchase, may also be withdrawn at any time after July 1112:00 midnight, 1999. 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, neverthelessNew York City time, on behalf of PurchaserTuesday, retain tendered SharesJanuary 10, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 41995. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary must timely receive (at one of its addresses address set forth on the back cover of this Offer to Purchase) a written, telegraphic or facsimile transmission notice of withdrawal. Any such 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, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn the certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the tendering stockholder must also submit the serial numbers shown on such Share Certificates must be submitted to the Depositary particular certificates evidencing the Shares and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Institution (except in the case of Shares have been tendered for the account of by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any the notice of withdrawal must also specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's proceduresproce- dures of such facility. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Company, in its sole discretion, whose which determination will shall be final and binding on all parties. None of Parent, Purchaserthe Company, the Dealer ManagerManagers, the Depositary, the Information Agent Depositary or any other person 8is 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. Any Shares properly withdrawn will thereafter be deemed not tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered before the Expiration Time by again following any of the procedures described in Section 3. If the Company extends the Offer, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain on behalf of the Company all tendered Shares, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4.

Withdrawal Rights. Except as otherwise provided in this Section 43, tenders of Shares made pursuant to the 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 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 July 11April 16, 1999. 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 42001. For a withdrawal to be effective, a written, telegraphic 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 such notice of withdrawal Purchase and must specify the name of the person who having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, any and the signature(s) all 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 the procedure for book-entry transfer as set forth procedures described in Section 32, 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 notices any notice of withdrawal will be determined by Purchaser, the Purchaser in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of the Purchaser, Parent, Purchaser, the Dealer ManagerCompany, the Depositary, the Information Agent Agent, the Dealer Manager or any other person 8will 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 rights will apply to Shares tendered during the Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment.

Withdrawal Rights. Except as otherwise provided in this Section 4section, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offeras provided herein, may also be withdrawn at any time after July 11January 25, 19992005 (or such later date as may apply if the Offer is extended). If Purchaser extends the OfferIf, is delayed in its for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or LCC is unable to accept Shares for payment or pay for Shares tendered pursuant to the Offer for any reasonOffer, then, without prejudice to PurchaserLCC's rights under the Offerset forth herein, the Depositary may, nevertheless, on behalf of PurchaserLCC's behalf, retain tendered Shares, Shares and such Shares may not be withdrawn except to the extent that the tendering stockholders are shareholder is entitled to and duly exercises withdrawal rights as described in this Section 4section. For a withdrawal Any such delay will be by an extension of the Offer, to the extent required by law. 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 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 holderholder of the Shares to be withdrawn, if different from that the name of the person who tendered such the Shares. If Share Certificates certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and and, unless such Shares have been tendered by an Eligible Institution, the signature(s) 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 delivered pursuant to the procedure procedures for book-book entry transfer as set forth in Section 3, "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES," any notice of withdrawal must also specify the name and number of the account at the Book-Book Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-such Book Entry Transfer Facility's procedures. All 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 re-tendered at any subsequent time before the Expiration Date by following any of the procedures described in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES." LCC, in its sole discretion, will determine all questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserwithdrawal, in and its sole discretion, whose determination will shall be final and binding on all partiesbinding. None Neither LCC or any of Parentits affiliates or assigns, Purchaser, the Dealer Managerif any, the Depositary, the Information Agent or nor any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. You may withdraw Shares that you have previously tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to before the Expiration Date Time and, unless theretofore accepted for payment by Purchaser pursuant thereafter, you may withdraw tendered Shares at any time before the Offer has expired. Pursuant to Section 14(d)(5) of the OfferExchange Act, Shares also may also be withdrawn at any time after July 11October 20, 1999. If Purchaser extends 2015, which is the 60th day after the date of the commencement of the Offer, is delayed unless prior to that date the Purchaser has accepted for payment the Shares validly tendered in its the Offer. If we extend the Offer, delay acceptance for payment of or payment for Shares or is are unable to accept Shares for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's our rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaserour behalf, retain tendered Sharesall Shares tendered, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described otherwise provided in this Section 4. For a your withdrawal to be effective, a written, telegraphic telegraphic, telex or facsimile transmission notice of withdrawal with respect to 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 such , and the 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 holderholder of Shares, if different from that of the person who tendered such Shares. If Share Certificates the certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to a signed notice of withdrawal with (except in the physical case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the release of such Share CertificatesShares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering shareholder) and the serial numbers shown on such Share Certificates must the particular certificates evidencing the Shares to be submitted to withdrawn or, in the Depositary and the signature(s) on the notice case of withdrawal must be guaranteed Shares tendered 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 3transfer, 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. 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—Procedure for Tendering Shares” at any time before the Expiration Time. No withdrawal rights will apply to Shares tendered during a subsequent offering period, if it is provided, and otherwise comply no withdrawal rights apply during a subsequent offering period with respect to Shares tendered in the Book-Entry Transfer Facility's proceduresOffer and accepted for payment. All We will determine, in our discretion, all questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaserwithdrawal, in its sole discretion, whose and our determination will shall be final and binding on all partiesbinding. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any shareholder, whether or not similar defects or irregularities are waived in the case of any shareholder. None of Parent, the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. A shareholder may withdraw Shares tendered pursuant to the Offer may at any time on or prior to the Expiration Time, but only in accordance with the procedures described in this Section 4; otherwise, the tender of Shares pursuant to the Offer is irrevocable. For a withdrawal of Shares to be effective, a written or, with respect to Eligible Institutions, facsimile transmission, notice of withdrawal with respect to the 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, 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 an Eligible Institution, unless those 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 below in Section 3—"Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at any time 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 and Paying Agent, the name of the registered owner and the serial numbers shown on those certificates must also be furnished to the Depositary and Paying Agent prior to the Expiration Date andphysical release of those certificates. If a shareholder tenders Shares by giving instructions to a broker, unless theretofore accepted dealer, commercial bank, trust company or other nominee, the shareholder must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11, 1999withdrawal of those Shares. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the this Offer, the Depositary may, and Paying Agent may nevertheless, on behalf of Purchaser, retain tendered Shares, and such those Shares may not be withdrawn except to the extent that tendering stockholders are entitled to shareholders exercise withdrawal rights as described in this Section 44 before the Expiration Time. For a withdrawal 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 effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received retendered by the Depositary at following 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 of the registered holder, if different from that of the person who tendered such procedures for tendering shares described in Section 3—"Procedures for Tendering Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, " at any time prior to the physical release of such Share CertificatesExpiration Time. In the event Purchaser provides a subsequent offering period following the Offer, the serial numbers shown on such Share Certificates must be submitted no withdrawal rights will apply 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 also specify the 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 proceduresduring that subsequent offering period. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose which determination will shall be final and binding on absent a finding to the contrary by a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all partiesdefects and irregularities have been cured or waived. None of ParentBSRO, PurchaserPurchaser or any of their respective affiliates or assigns, the Depositary and Paying Agent, the Information Agent, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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 that notification.

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 pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11May 29, 19992010. If Purchaser extends the Offer, purchase of or payment for Shares is delayed in its acceptance for payment of Shares any reason or if the Purchaser is unable to accept purchase or pay for Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser's ’s rights under the Offer, tendered Shares may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, the Purchaser and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described 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. 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 page 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 holderholder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates 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, 3 — “Procedures for Accepting the Offer and 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. 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 otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as Tendering Shares” at any time prior to the form Expiration Date or during any Subsequent Offering Period. No withdrawal rights will apply to Shares tendered during a Subsequent Offering Period and validity (including time no withdrawal rights apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of receipt) of notices 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, the Dealer Manager, the Depositary, the Information Agent or any other person 8Offer.”

Withdrawal Rights. Except as otherwise provided Other than during a Subsequent Offering Period, you may withdraw Shares that you have previously tendered in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to on or before the Expiration Date (including any extension of such date), and, unless theretofore accepted for payment by Purchaser pursuant as provided in this Offer to the OfferPurchase, you may also be withdrawn withdraw such Shares at any time after July 11April 26, 19992010. If Purchaser extends No withdrawal rights apply to Shares tendered in a Subsequent Offering Period and no withdrawal rights apply during the OfferSubsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. If, is delayed in its for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or Purchaser is unable to accept Shares for payment pursuant to or pay for Shares tendered in the Offer for any reasonOffer, then, without prejudice to Purchaser's ’s rights under the Offerset forth in this Offer to Purchase, the Depositary may, nevertheless, on behalf of Purchaser’s behalf, retain tendered Shares that you have tendered, and you may not withdraw your Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders you are entitled to and duly exercise withdrawal rights as described in this Section 44 — “Withdrawal Rights.” Any such delay will be by an extension of the Offer to the extent required by applicable law and the regulations of the Commission. For a In order for your withdrawal to be effective, you must deliver a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by to the Depositary at one of its addresses or fax numbers 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 withdrawnyour name, the number of Shares that you want to be withdrawn withdraw, and (if Share Certificates have been tendered) the name of the registered holderholder of Shares as shown on the Share Certificate, if different from that of the person who tendered such Sharesyour name. 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, you must submit the serial numbers shown on such the particular Share Certificates evidencing Shares to be withdrawn and an Eligible Institution must be submitted to Medallion guarantee the Depositary and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institutionwithdrawal, unless such except in the case of Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 3, any 3 — “Procedures for Accepting the Offer and Tendering Shares,” 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, in which case a notice of withdrawal will be effective if delivered to the Depositary 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, but you may tender your Shares again at any time before the Expiration Date (or during any Subsequent Offering Period) by following any of the procedures described in Section 3 — “Procedures for Accepting the Offer and otherwise comply with the Book-Entry Transfer Facility's procedures. Tendering Shares.” 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, whose which determination will be final and binding on all partiesbinding. None of ParentX.X. Xxxxxx, Purchaser, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person 8or entity 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. 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 Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Offer.”

Withdrawal Rights. Except as otherwise provided described in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. You may withdraw Shares that you have previously tendered pursuant to in the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to on or before the Expiration Date and, unless theretofore 13 Table of Contents accepted for payment by Purchaser pursuant to the Offeras provided herein, Shares that you have tendered may also be withdrawn at any time after July 11September 7, 19992006. If Purchaser extends the Offer, is delayed in its acceptance In order 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. For a your withdrawal to be effective, you must timely deliver a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by to the Depositary 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 withdrawnyour name, the number of Shares that you want to be withdrawn withdraw, and (if Share Certificates have been tendered) the name of the registered holderholder of the Shares as shown on the Share Certificate, if different from that of the person who tendered such Sharesyour name. 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, you must submit the serial numbers shown on such the particular Share Certificates evidencing the Shares to be withdrawn and an Eligible Institution must be submitted to guarantee the Depositary and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institutionwithdrawal, unless such except in the case of Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 33 of this Offer to Purchase, any 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 and otherwise comply with the Book-such Book Entry Transfer Facility's ’s procedures, in which case a notice of withdrawal will be effective if delivered to the Depositary by 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 notices of withdrawal will be determined by Purchaser, the Purchaser in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of the Purchaser, Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or we are unable to accept for payment or pay for Shares tendered in the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, on our 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. Any such delay will be by an extension of the Offer to the extent required by law. 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 before the Expiration Date (or during a Subsequent Offering Period, if one is provided) by following one of the procedures described in Section 3 hereof. No withdrawal rights will apply to Shares tendered during any Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. See Section 1.

Withdrawal Rights. Except as otherwise provided in this Section 43, tenders of Shares made pursuant to shares of Starbase common stock in the Offer are irrevocable. Shares of Starbase common stock that are tendered pursuant to in the Offer may be withdrawn pursuant to the procedures set forth described below at any time prior to the Expiration Date and(as it may be extended), unless theretofore accepted for payment by Purchaser pursuant to the Offer, and shares that are tendered may also be withdrawn at any time after July 11December 10, 19992002 unless accepted for payment on or before that date as provided in this Offer to Purchase. If In the event that the Purchaser extends provides for a subsequent offering period following the successful completion of the Offer, is delayed (i) no withdrawal rights will apply to shares tendered during such subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer and accepted 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 4payment. For a withdrawal of shares of Starbase common stock previously tendered in the Offer to be effective, a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth listed on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify , specifying the name of the person who having tendered the Shares shares to be withdrawn, the number of Shares shares to be withdrawn and the name of the registered holderholder of the shares to be withdrawn, if different from that the name of the person who tendered such Sharesthe shares. If Share Certificates evidencing Shares to be withdrawn certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificatescertificates, the serial numbers shown on such Share Certificates certificates must be submitted to the Depositary and, unless such shares have been tendered by an Eligible Institution, any and the signature(s) all 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 shares have been tendered pursuant to the procedure for book-entry transfer as set forth procedures described in Section 32 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 shares and otherwise comply with the Book-Entry Transfer Facility's ’s procedures. All questions as to the form and validity (including time of receipt) of notices any notice of withdrawal will be determined by Purchaser, the Purchaser in its sole discretion, whose which determination will be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer ManagerBorland, Starbase, the DepositaryDepositary for the Offer, the Information Agent or any other person 8will 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. Withdrawals of shares of Starbase common stock may not be rescinded. Any shares properly withdrawn will thereafter be deemed not have been validly tendered for purposes of the Offer. However, withdrawn shares may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in Section 2 hereof.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11April 9, 1999. 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 42013. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawnwithdrawn 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 any reason or if the number Purchasers are unable to purchase or pay for Shares for any reason outside of their control, (such as obtaining the execution of the selling shareholder’s custodian, in the case of shares held in an IRA account, or obtaining additional documents from tendering shareholders that may be required to process the transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares to may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn and the name of the registered holder, 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 except to the Depositary, then, prior extent that tendering Shareholders are entitled 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all subject, of course, to the parties’ ability to seek review of any contested determination in Washington State Court pursuant to Section 16. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. Except as otherwise provided In addition to the basic terms and conditions set out under 4.1 hereinabove and elsewhere in this Section Agreement in relation to withdraws, you note and understand the following: (a) We shall strive to effect your withdrawal request within one (1) hour to four (4) hours of the request barring factors beyond our control; (b) Withdrawal must be made from the SIM card that started the fundraiser and any deviation from this condition would require our investigation; (c) In the event your Mobile Phone and/or SIM card is lost, tenders of Shares made pursuant to the 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 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 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 Sharesyou acknowledge that you shall, and such Shares may not be withdrawn except it is your responsibility to, obtain a replacement of your Mobile Phone and/or SIM card from your mobile operator for you to effect a withdrawal; (d) In the event you are incapacitated to the extent of inability to withdraw from your Mobile Phone, you agree that: (i) You can personally appear at M-Changa offices with satisfactory evidence of your identity as proof that tendering stockholders you started the fundraiser as well as a medical form from a competent medical practitioner to prove that you are entitled incapacitated to the extent of inability to withdraw from your Mobile Phone. (ii) If there were treasurers in the fundraiser we would require them to confirm the said incapacitation (e) In the event that the Customer is deceased, the withdrawal rights as described in this Section 4. For a withdrawal to from their Account can be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by effected upon the Depositary 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 request of the next of kin or the legal representative (“Claimant”). The Claimant must produce the following documents to our satisfaction before we can effect withdrawal of money from the respective Account: (i) The Claimant’s original national identification card or passport; (ii) The deceased person’s death certificate; (iii) A Statutory declaration (Affidavit), being a document witnessed by a commissioner for oaths stating certain facts including the Claimant’s relation to the deceased; and (iv) A letter from provincial administration, being a letter from the chief, DC or PC confirming certain details about the deceased person who tendered and his beneficiaries. The confirmation will include the Shares to be withdrawnfull names of the deceased, the number of Shares to be withdrawn area where the deceased was from and ALL the name persons who are beneficiaries of the registered holder, if different from that estate of the deceased; or (v) Confirmation of Grant of Letters of Administration where the deceased person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered died intestate or otherwise identified Confirmation of Grant of Probate where the deceased person died testate pursuant and subject 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, any notice of withdrawal must also specify the 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. 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, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8applicable succession laws.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are will be irrevocable. , except that Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date Date, and, unless theretofore previously accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time on or after July 11September 18, 1999. 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 42000. For a withdrawal of Shares tendered to be effective, a written, telegraphic 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. 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 name(s) in which the registered holdercertificate(s) representing such Shares are registered, if different from that of the person who tendered such Shares. If Share Certificates evidencing certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, 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 such Share Certificates, the serial numbers shown on such Share Certificates must Shares to be submitted to the Depositary and the withdrawn. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Institution (except in the case of Shares have been tendered for the account of by an Eligible Institution). If Shares have been tendered pursuant to the procedure procedures for book-entry transfer as set forth in Section 32, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the such withdrawn Shares and must otherwise comply with the Book-Entry Transfer FacilityDTC'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 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. 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, and Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following the procedures described in Section 2 at any time prior to the Expiration Date or during a Subsequent Offering Period. Section 1. 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, whose and its determination will be final and binding on all partiespersons. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will be under any duty to give notification of any defects or irregularities in any notice of withdrawal, nor shall any of them incur any liability for failure to give any such notification.

Withdrawal Rights. Except as otherwise provided in this Section 4, all tenders of Shares made pursuant to the Offer are irrevocable. , provided that 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time on or after July 11March 30, 1999. 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 42014. For a withdrawal to be effective, effective a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses the address or the facsimile number set forth on in the back cover attached Agreement of this Offer to PurchaseAssignment and Transfer. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawnwithdrawn 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 any reason or if the number Purchasers are unable to purchase or pay for Shares for any reason outside of their control, (such as obtaining the execution of the selling shareholder’s custodian, in the case of shares held in an IRA account, or obtaining additional documents from tendering shareholders that may be required to process the transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares to may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn and the name of the registered holder, 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 except to the Depositary, then, prior extent that tendering Shareholders are entitled 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 rights as set forth in this Section 34, any notice 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 must also specify the 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 procedurestender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaserthe Purchasers, in its their sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of ParentNeither the Purchasers, Purchaser, the Dealer Manager, nor the Depositary, the Information Agent or nor any other person 8will 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 Offer. 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. Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the 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 Expiration Date andDate. Thereafter, unless theretofore tenders are irrevocable, except that if we have not accepted your Shares for payment by Purchaser pursuant to within 60 days after Table of Contents commencement of the Offer, you may also be withdrawn withdraw them at any time after July 11May 3, 1999. If Purchaser extends 2021, the 60th day after commencement of the Offer, is delayed in its acceptance for payment of Shares or is unable to accept until Purchaser accepts your 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 4payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written, telegraphic 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 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 names in which the registered holderShare Certificates are registered, 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 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 procedures for book-entry transfer as set forth in Section 3, 3—“Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares and to be withdrawn have been delivered or otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as identified to the form and validity (including time of receipt) of notices 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, the Dealer Manager, the Depositary, then, prior to the Information Agent or physical release of such Share Certificates, the 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 be rescinded and any other person 8Shares 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 Date.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares Units made pursuant to the Offer are irrevocable. Shares , except that Units tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the Expiration Date and, unless theretofore already accepted for payment by Purchaser Everest, on behalf of the Purchasers, pursuant to the Offer, may also be withdrawn at any time after July 11January 13, 19992006. If Purchaser extends the Offerpurchase of, or payment for, Units is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, including extension by the Purchasers of the Expiration Date, or if the Purchasers are unable to purchase or pay for Units for any reason (for example, because of proration adjustments) then, without prejudice to Purchaser's the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, Purchasers and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders Unit Holders are otherwise entitled to withdrawal rights as described set forth in this Section 45; subject, however, to the Purchasers' 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 a withdrawal to be effective, a written, telegraphic or facsimile transmission written notice of withdrawal must be timely received by the Depositary Everest at one of its addresses set forth address listed on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person person(s) who tendered the Shares to be withdrawn, the number of Shares Units to be withdrawn and must be signed by the name person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the registered holderOffer. Withdrawn Units may be re-tendered, if different from that of however, by following the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, procedures described in Section 3 herein at any time 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, any notice of withdrawal must also specify the 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 proceduresExpiration Date. All questions as to about the validity and form and validity (including time of receipt) of notices of withdrawal will be determined by PurchaserEverest on behalf of the Purchasers, in its sole discretion, whose which determination will shall be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or No Purchaser nor any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the 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 Expiration Date and, unless theretofore accepted for payment by Purchaser only pursuant to the Offerprocedures set forth below. Thereafter, such tenders are irrevocable, except that they may also be withdrawn at any time after July 11December 21, 1999. If Purchaser extends the Offer, is delayed in its acceptance 1997 if they have not previously been accepted 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 provided in this Section 4Offer to Purchase. For a withdrawal to 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 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, if different from that of the person who tendered such Shares. If Share Stock Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution) must be submitted prior to the physical release of such Share Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of Stock Certificates, the name of the registered holder (if different from that of the tendering shareholder) and the serial numbers shown on such Share the particular Stock Certificates must evidencing the Shares to be submitted to withdrawn, or, in the Depositary and the signature(s) on the notice case of withdrawal must be guaranteed Shares tendered 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 3transfer, any notice of withdrawal must also specify the name and number of the account at one of the Book-Entry Transfer Facility Facilities to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares and otherwise comply with withdrawn will thereafter be deemed not validly tendered for purposes of the Book-Entry Transfer Facility's proceduresOffer. However, withdrawn Shares may be tendered by again following one of the procedures described in Section 3 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 sole discretion, whose determination will be final and binding on all partiesbinding. None of Parent, Purchaser, the Dealer ManagerParent, the Depositary, the Information Agent or any other person 8will 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. Except as otherwise provided in this Section 4, tenders Tenders of Shares BACs made pursuant to the Offer are irrevocable. Shares , except that BACs 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 by Purchaser pursuant as provided in this Offer to the OfferPurchase, may also be withdrawn at any time after July 11December 14, 1999. 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 41998. For a withdrawal to be effective, a written, telegraphic written or facsimile transmission notice of withdrawal must be timely received by the Depositary Purchaser at one of its addresses the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name name(s) of the person person(s) who tendered the Shares BACs to be withdrawn, the number of Shares BACs to be withdrawn and the name name(s) of the registered holderholder(s) of the BACs, if different from that of the person person(s) who tendered such SharesBACs. 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 as set forth in Section 3, any Such notice of withdrawal must also specify be signed by the number 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 account Offer, but may be re-tendered at any subsequent time prior to the Book-Entry Transfer Facility 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 credited with withdrawn except to the withdrawn Shares extent that the tendering BACs holder is entitled to and otherwise comply with duly exercises withdrawal rights as described herein. The reservation by the Book-Entry Transfer Facility's proceduresPurchaser of the right to 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 will shall be final and binding on all partiesbinding. None of Parent, the Purchaser, the Dealer Managerany of its affiliates or assigns, the Depositaryif any, the Information Agent or any other person 8will 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.

Withdrawal Rights. Except as otherwise provided in this Section 4section, tenders of ADSs and Ordinary Shares made pursuant to the Offer are irrevocable. Tenders of ADSs and Ordinary Shares tendered pursuant to the Offer may be withdrawn pursuant to in accordance with the procedures set forth below at any time prior to before the Expiration Date andTime, and unless theretofore previously accepted for payment and paid for by Purchaser the Offeror pursuant to the Offer, may also be withdrawn at any time after July 11April 13, 19992002. If Purchaser extends the Offer, is delayed in its acceptance for payment Withdrawals 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 tenders of Purchaser, retain tendered Shares, ADSs and such Ordinary Shares may not be rescinded, and any ADSs and Ordinary Shares properly withdrawn except to will thereafter be deemed not validly tendered for purposes of the extent that Offer. However, the Offer may be accepted again in respect of the withdrawn ADSs and Ordinary Shares by the holder re-tendering stockholders are entitled to withdrawal rights as those ADSs and Ordinary Shares by following one of the procedures described in this Section 4"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 in part. Withdrawal of ADSs. For a withdrawal of ADSs to be effective, a written, telegraphic written or facsimile transmission notice of withdrawal of such ADSs must be timely received by the Depositary before the Expiration Time at one of its addresses set forth on the back cover page of this Offer to PurchaseOffer. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares 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 SharesADRs. If Share Certificates ADRs evidencing Shares ADSs to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to then before the physical release of such Share CertificatesADRs, the serial certificate numbers shown on such Share Certificates the particular ADRs evidencing the ADSs to be withdrawn must be submitted to the Depositary Depositary, and the signature(s) on the notice form of withdrawal must be guaranteed by an Eligible Institution, unless such Shares interests in ADSs evidenced by ADRs have been tendered for the account of an Eligible Institution. If Shares ADSs evidenced by ADRs to be withdrawn have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, "The Offer - Procedures For Tendering ADSs and Shares," any such notice of withdrawal must also specify the name and number of the account at the Book-Book- Entry Transfer Facility to be 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 notices ADSs, in which case a 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, effective if delivered to the Dealer Manager, Depositary as provided herein prior to the Depositary, the Information Agent or any other person 8Expiration Time.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders Tenders of Shares made pursuant to the Offer are irrevocable, except as otherwise provided in this Section 4. 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 already accepted for payment by the Purchaser pursuant to the Offeras provided in this Offer To Purchase, may also be withdrawn at any time after July 11December 28, 1999. If the Purchaser extends the Offer, is delayed in its acceptance purchase of or payment for payment of Shares Shares, or is unable to accept purchase or pay for Shares for payment pursuant to the Offer for any reason, reason then, without prejudice to the rights of the Purchaser's rights under the Offer, tendered Shares may be retained by the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, the Purchaser and such Shares may not be withdrawn withdrawn, except to the extent that tendering stockholders Stockholders are entitled to withdrawal rights as described set forth in this Section 4. The reservation by the Purchaser of the right to 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 To Purchase. Any such notice of withdrawal must specify the name of the person persons 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 the Shares. If Share Certificates evidencing representing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, Depositary then, prior to the physical release of such Share the Certificates, the tendering Stockholder must also submit the serial numbers shown on such Share the particular Certificates must representing the Shares to be submitted to the Depositary withdrawn, and the signature(s) signature on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Institution (except in the case of 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 the notice of withdrawal must also specify the name and number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's proceduresShares. 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 which determination will be final and binding on all parties. No withdrawal of Shares will be deemed to have been made properly until all defects and irregularities have been cured or waived. None of the Parent, the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8will 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 Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 above.