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200209214 m SucnoN 2.01. The Offer. (a) Provided that nothing shall have occurred that had the Offer referred to below been commenced, would give rise to a right to terminate the Offer pmmem to my of the comdiuons set forth in Annex 1 hem a promptly as practicable after the dun hereof, but in no event later than 7 Business Days following the public ennormmment of the tams of this Agreement. Parent, acting though Merger Subsidiary, shall comon uoe an offer (the "Offer ") to purchase up m 50.1% of the Sham (the "Maximum Amount "). together with the associated Rights, outstanding u a prim of 528.13 per Shure ad associated Right ( the "Offer Consideration "), net to the teller in cash. The Offer shall remain open for a minimum of 22 Businea Days, and shall be subject to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer ad not withdrawn, a number of Shares that together with the Sham then owed by Parent and/or Merger Subsidiary, repossesses; 50.1% of the Sham outstanding ( the "Minimum Condition") and (ii) the other coat itiom set forth in Annex I bwam. Mayer Subsidiary expressly reserves the right to waive my of the conditions to the Offer and to mane my change in the terms of or conditions m the Offer, provided that without the prior woman coment of the Company no change may be made that changes the form of consideration to be paid in the Offs or the Merm. deaeaan the prim per Share and associated Right increases the Minimum Condition or the Maximum Amount imposes conditions to the Offer to addition to those set forth is Annex I or amends my tam or my condition ter forth m Annear I on a manner materially adverse to the holders of the Sham. Notwithstanding the foregoing. without the comment of the Company, Mager Subsidiary shall have the no to (i) waive the Minimum Condition and (ii) extend the Offer (x) from time to time if. at the scheduled or extended expiration date of the Offer, my of the conditions to the Offer shall not have been sais8d or waived (until such conditions ate satisfied or waived) for a number of days ont to excel 60 in the aggregate and (y) for my period required by my ink, regulation, interpretation or, position of the SEC or the staff thereof applicable to the Offer or my paid required by applicable kw. If at the expiration date of the Offer a number of Sham has been validly madeaed and ant withdrawn that together with the Sham then owned by Parent and/or Mager Subsidiary. exceeds the Maximum Amount the number of Sham to be purchased by Merger Subsidiary punnet to the Offer shag be prorated m accordance with Rule 14d-8 promulgated under the 1934 Act an that the number of Shares purchased by Mager Subsidiary pursuant to the Offer. together wish the Sham than owned by Parent and Mager Subsidiary, will represent 50.1% of the Sham ouarmding Upon the terra and subject to the conditions of the Oder and this Agreement. Parent strong through Maya Subsidiary will accept for payment and purchase, within the time ptiod requited under applicable law, all Sham validly tendered and out withdrawn poor to the expuaion of the Offer (subject to the pro radw described in the mmdiaety preceding sentence). Parent shall provide or cause m be provided to Mager Subsidiary on a um* beta f nosh ascaaary to purchase all Sham that Mager Subsidiary becomes obligated to purchase pumsuaot to the Offer. N On the due of commencement of the Offs Parent and Mager Subsidiary shall file with the SEC a Tender Offer Stuernent on Schedule TO ( the "Schduk TO") with respect to the Offer (each Schedule TO and such documents included therein pursued to which the Offer will be ode, together with my supplemenn or amendments tbsrm the "Offer Documents"). Parent Merger Subsidiary and the Company each agrees Promptly to correct MY kfmmauon provided by it for use in the Offer Documents if ad to the extent that such information shall have become false or misleading in my material respect ad to supplement the Offer Documents to include my kfonamu n that shall become necessary es order to maim the statements themes, as light of the circumumcs, under which they were made, not misleading Parent and Mager Subsidiary agree to take all step necessary to cause the Schedule TO as so corrected to be filed with tee SEC and the other Oder Documents as so corrected to be diaeeoansted to bDWm of Sharm m each caan an and to the extent required by applicable federal securities km. The Company and in counsel shall be given an opp rt mitt' to review and comment on the Oder Documents prior to the filing themal with the SBC or the dkaemimatiam thereof to the Company's shamholaen. A -5