EFTA01383718

IMPORTANT If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you must, prior to the Expiration lime. (a) complete and sign the Letter of Transmittal that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to American Stock Transfer & Trust Company. LLC. in its capacity as depositary for the Offer (the "Depositary"). (b) follow the procedure for book-entry transfer described in Section 3 —"Procedures for Accepting the Offer and Tendering Shares." or (c) request that your broker, dealer. commercial hank. trust company. or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank. trust company. or other nominee. you must contact that institution in order to tender your Shares to Purchaser pursuant to the Offer. If you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer, or you cannot deliver all required documents to the Depositary prior to the Expiration Time, you may tender your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3 —"Procedures for Accepting the Offer and Tendering Shares." Questions and requests for assistance should be directed to D.F. King & Co.. Inc.. the information agent for the Offer (the "Information Agent"). at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, and other materials related to the Offer may also be obtained for free from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal. the Notice of Guaranteed Delivery, and any other material related to the Offer may be obtained at the website maintained by the SEC at www.sec.gov. You may also contact your broker, dealer, commercial bank. trust company, or other nominee for assistance. This Offer to Purchase and the Letter of Transmittal contain important Information. and you should read both carefully and in their entirety before making a decision with respect to the Offer. The Offer has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is unlawful. The Information Agent for the Offer is: D.F. King & Ca. Inc 48 Wall Street. 2204 Floor New York. NY 10005 Shareholders may call toll free: (800) 966-9021 Banks and brokers may call collect: (212) 269-5550 Email: [email protected] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0083516 CONFIDENTIAL SDNY GM_00229700 EFTA01383718