ALL OTHER NECESSARY
DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND MAKE ALL
DELIVERIES, MAILINGS AND TELEPHONIC NOTICES REQUIRED BY THE APPLICABLE RULES
UNDER THE EXCHANGE ACT IN CONNECTION WITH THE OFFER (THE "OFFER DOCUMENTS") AND
(III) USE ITS COMMERCIALLY REASONABLE EFFORTS TO CONSUMMATE THE OFFER, SUBJECT
TO THE TERMS AND CONDITIONS THEREOF.
THE OBLIGATION OF THE COMPANY TO ACCEPT
FOR PAYMENT AND PAY FOR ANY COMPANY COMMON STOCK TENDERED PURSUANT TO THE OFFER
WILL BE SUBJECT TO THE SATISFACTION, OR WAIVER BY THE COMPANY, OF THE TENDER
OFFER CONDITIONS.
THE OFFER SHALL REMAIN OPEN UNTIL THE CLOSE OF BUSINESS ON
THE DATE THAT IS 20 BUSINESS DAYS (AS REQUIRED BY RULE 13E-4 UNDER THE EXCHANGE
ACT) AFTER THE COMMENCEMENT OF THE OFFER (THE "EXPIRATION TIME"), UNLESS THE
COMPANY SHALL HAVE EXTENDED THE PERIOD OF TIME FOR WHICH THE OFFER IS OPEN
PURSUANT TO, AND IN ACCORDANCE WITH, THIS AGREEMENT OR AS MAY BE REQUIRED BY
APPLICABLE LAW, IN WHICH EVENT THE TERM "EXPIRATION TIME" SHALL MEAN THE LATEST
TIME AND DATE AS THE OFFER, AS SO EXTENDED, MAY EXPIRE.
SUBJECT TO THE TERMS OF
THE OFFER AND THIS AGREEMENT AND THE SATISFACTION OF ALL OF THE TENDER OFFER
CONDITIONS AS OF ANY EXPIRATION TIME, THE COMPANY WILL ACCEPT FOR PAYMENT AND
PAY FOR ALL COMPANY COMMON STOCK VALIDLY TENDERED AND NOT VALIDLY WITHDRAWN
PURSUANT TO THE OFFER AS SOON AS PRACTICABLE AFTER SUCH EXPIRATION TIME OF THE
OFFER.
NOTWITHSTANDING THE FOREGOING AND SUBJECT TO THE APPLICABLE RULES OF THE
SEC AND THE TERMS AND CONDITIONS OF THE OFFER, THE COMPANY EXPRESSLY RESERVES
THE RIGHT TO DELAY PAYMENT FOR COMPANY COMMON STOCK IN ORDER TO COMPLY IN WHOLE
OR IN PART WITH APPLICABLE LAW.
ANY SUCH DELAY SHALL BE EFFECTED IN COMPLIANCE
WITH RULE 13E-4(F)(5) UNDER THE EXCHANGE ACT.
THE PARENT AGREES THAT NO COMPANY
COMMON STOCK HELD BY THE PARENT WILL BE TENDERED IN THE OFFER.
IF THE PAYMENT
FOR TENDERED COMPANY COMMON STOCK IS TO BE MADE TO A PERSON OTHER THAN THE
PERSON IN WHOSE NAME THE SURRENDERED CERTIFICATE FORMERLY EVIDENCING SUCH
COMPANY COMMON STOCK IS REGISTERED ON THE STOCK TRANSFER BOOKS OF THE COMPANY,
IT SHALL BE A CONDITION OF PAYMENT THAT THE CERTIFICATE SO SURRENDERED SHALL BE
ENDORSED PROPERLY OR OTHERWISE BE IN PROPER FORM FOR TRANSFER AND THAT THE
PERSON REQUESTING SUCH PAYMENT SHALL HAVE PAID ALL TRANSFER AND OTHER TAXES
REQUIRED BY REASON OF THE PAYMENT OF THE PURCHASE PRICE THEREFORE TO A PERSON
OTHER THAN THE REGISTERED HOLDER OF THE CERTIFICATE SURRENDERED, OR SHALL HAVE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY THAT SUCH TAXES EITHER HAVE BEEN
PAID OR ARE NOT APPLICABLE.
(B)
REVISIONS TO TERMS OF THE OFFER.
WITHOUT THE PRIOR APPROVAL OF
THE COMPANY'S BOARD, THE EXPLORATORY COMMITTEE AND THE PARENT, THE COMPANY SHALL
NOT (I) REDUCE THE NUMBER OF SHARES OF COMPANY COMMON STOCK SUBJECT TO THE
OFFER, (II) AMEND THE OFFER PRICE, (III) EXTEND THE OFFER IF ALL OF THE TENDER
OFFER CONDITIONS HAVE BEEN