Common use of Guaranteed Delivery Clause in Contracts

Guaranteed Delivery. If a stockholder desires to tender Shares in the offer and the Share certificates are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary before the Expiration Date, the stockholder’s tender may still be effected if all the following conditions are met: • the tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary, as provided below, before the Expiration Date; and • the Share certificates (or a Book-Entry Confirmation), in proper form for transfer, together with a properly completed and duly executed letter of transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message if submitted in lieu of a letter of transmittal), and any other documents required by the letter of transmittal are received by the Depositary within three trading days after the date of execution of the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the NASDAQ Global Market. The Notice of Guaranteed Delivery may be delivered by courier or transmitted by telegram, facsimile transmission or mail (or if sent by the Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery made available by the Purchaser.

Guaranteed Delivery. If a A stockholder who desires to tender Shares in pursuant to the offer Offer and the Share whose certificates for Shares are not immediately available available, or who cannot comply with the procedures for book-entry transfer cannot be completed on a timely basis basis, or time will who cannot permit deliver all required documents to reach the Depositary before prior to the Expiration Date, may tender such Shares by satisfying all of the stockholder’s tender may still be effected if all the following conditions are metrequirements set forth below: • the tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary, Depositary (as provided below, before ) prior to the Expiration Date; and Table of Contents • the Share certificates for all tendered Shares, in proper form for transfer (or a Book-Entry ConfirmationConfirmation or indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Shares with respect to all such Shares), in proper form for transfer, together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed letter of transmittalexecuted, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message if submitted in lieu of a letter the Letter of transmittalTransmittal), and any other documents required by the letter of transmittal documents, are received by the Depositary within three trading days after the date of execution of the such Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available the New York Stock Exchange (the “NYSE”) is open for shares listed on the NASDAQ Global Marketbusiness. The Notice of Guaranteed Delivery may be delivered by courier hand or transmitted by telegram, facsimile transmission or mail (or if sent by the Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery made available Delivery. For purposes of the Merger Agreement and the Offer, unless otherwise mutually agreed to by ▇▇▇▇▇’s and Purchaser, any Shares subject to notices of guaranteed delivery will be deemed not to be validly tendered into the Offer unless and until the Shares underlying such notices of guaranteed delivery are actually delivered to or on behalf of Purchaser.

Guaranteed Delivery. If a stockholder desires to tender Shares in the offer Offer and the Share certificates are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary before the Expiration Date, the stockholder’s tender may still be effected if all the following conditions are met: • the tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary, as provided below, before the Expiration Date; and • the Share certificates (or a Book-Entry Confirmation), in proper form for transfer, together with a properly completed and duly executed letter Letter of transmittalTransmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message if submitted in lieu of a letter Letter of transmittalTransmittal), and any other documents required by the letter Letter of transmittal Transmittal are received by the Depositary within three trading days after the date of execution of the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the NASDAQ Global Select Market. The Notice of Guaranteed Delivery may be delivered by courier or transmitted by telegram, facsimile transmission or mail (or if sent by the a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the a Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery made available by the Purchaser.behalf

Guaranteed Delivery. If a A stockholder who desires to tender Shares in pursuant to the offer Offer and the Share whose certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the Offer Expiration Time, or who cannot complete the procedures procedure for book-entry transfer prior to the Offer Expiration Time, or who cannot be completed on a timely basis or time will not permit deliver all required documents to reach the Depositary before prior to the Offer Expiration DateTime, may tender such Shares by satisfying all of the stockholder’s tender may still be effected if all the following conditions are metrequirements set forth below: • the such tender is made by or through an Eligible Institution; ​ • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary, Depositary (as provided below, before ) prior to the Offer Expiration DateTime; and ​ • the Share certificates for all tendered Shares, in proper form for transfer (or a Book-Entry ConfirmationConfirmation with respect to all such Shares), in proper form for transfer, together with a properly completed and duly executed letter Letter of transmittalTransmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message if submitted in lieu of a letter the Letter of transmittalTransmittal), and any other documents required by the letter of transmittal documents, are received by the Depositary within three two NASDAQ trading days after the date of execution of the such Notice of Guaranteed Delivery. A “NASDAQ trading day” is any day on which quotations are available NASDAQ is open for shares listed on the NASDAQ Global Marketbusiness. ​ The Notice of Guaranteed Delivery may be delivered by overnight courier to the Depositary or transmitted by telegram, facsimile transmission mailed or mail (or if sent by the Booke-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Shares tendered by a Notice of Guaranteed Delivery made available will not be deemed validly tendered for purposes of satisfying the Minimum Tender Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Offer Expiration Time. TABLE OF CONTENTS Notwithstanding any provision of the Merger Agreement to the contrary, Purchaser will pay for Shares tendered (and not validly withdrawn) pursuant to the Offer only after timely receipt by the Depositary of (i) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (ii) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal or Electronic Instructions), and (iii) any other documents required by the Letter of Transmittal, the Offer Website (in the case where Electronic Instructions are provided) or any other customary documents required by the Depositary. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will Purchaser pay interest on the purchase price of Shares, regardless of any extension of the Offer or any delay in making such payment. If your Shares are held in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), your Shares can be tendered by your nominee by book-entry transfer through the Depositary. If you are unable to deliver any required document or instrument to the Depositary by the Offer Expiration Time, you may gain some extra time by having a broker, a bank or other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice of Guaranteed Delivery. For the tender to be valid, however, the Depositary must receive the missing items together with the Shares within two NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery. Purchaser’s acceptance for payment of Shares tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal, or by providing Electronic Instructions on the Offer Website), the tendering stockholder irrevocably appoints Purchaser’s designees as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s payment for such Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Guaranteed Delivery. If a A stockholder who desires to tender Shares in pursuant to the offer Offer and the Share whose certificates for Shares are not immediately available available, or who cannot comply with the procedures for book-entry transfer cannot be completed on a timely basis basis, or time will who cannot permit deliver all required documents to reach the Depositary before prior to the Expiration DateTime, may tender such Shares by satisfying all of the stockholder’s tender may still be effected if all the following conditions are metrequirements set forth below: • the such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary, Depositary (as provided below, before ) prior to the Expiration DateTime; and Table of Contents • the Share certificates for all tendered Shares, in proper form for transfer (or a Book-Entry ConfirmationConfirmation with respect to all such Shares), in proper form for transfer, together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed letter of transmittalexecuted, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message if submitted in lieu of a letter the Letter of transmittalTransmittal), and any other documents required by the letter of transmittal documents, are received by the Depositary within three trading days after the date of execution of the such Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available the Nasdaq is open for shares listed on the NASDAQ Global Marketbusiness. The Notice of Guaranteed Delivery may be delivered by courier hand or transmitted by telegram, facsimile transmission or mail (or if sent by the Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery made available by Delivery. The Merger Agreement provides that Shares tendered pursuant to the Purchaserguaranteed delivery procedures shall be deemed not to be validly tendered into the Offer (including for purposes of the Minimum Condition) unless and until Shares underlying such notices of guaranteed delivery are delivered to the Depositary.

Guaranteed Delivery. If a stockholder shareholder desires to tender Shares in the offer Offer and the Share certificates are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary before the Expiration Date, the stockholdershareholder’s tender may still be effected if all the following conditions are met: • the tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary, as provided below, before the Expiration Date; and • the Share certificates (or a Book-Entry Confirmation), in proper form for transfer, together with a properly completed and duly executed letter Letter of transmittalTransmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message if submitted in lieu of a letter Letter of transmittalTransmittal), and any other documents required by the letter Letter of transmittal Transmittal are received by the Depositary within three trading days after the date of execution of 17 Table of Contents the Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available for shares listed on the NASDAQ Global Select Market. The Notice of Guaranteed Delivery may be delivered by courier hand or transmitted by telegram, facsimile transmission or mail (or if sent by the a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the a Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery made available by the Purchaser. Shareholders will not be permitted to tender Shares by means of guaranteed delivery during a Subsequent Offering Period.

Guaranteed Delivery. If a A stockholder who desires to tender Shares in pursuant to the offer Offer and who cannot complete the Share certificates are not immediately available or the procedures procedure for book-entry transfer prior to the expiration of the Offer, or who cannot be completed on a timely basis or time will not permit deliver all required documents to reach the Depositary before prior to the Expiration Dateexpiration of the Offer, may tender such Shares by satisfying all of the stockholder’s tender may still be effected if all the following conditions are metrequirements set forth below: • the such tender is made by or through an Eligible Institution; ​ TABLE OF CONTENTS • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary, Depositary (as provided below, before ) prior to the Expiration Date; and ​ • the Share certificates (or a Book-Entry Confirmation), in proper form for transfer, together with a properly completed and duly executed letter Letter of transmittalTransmittal, together with any required signature guarantees (in respect of Shares tendered by any means other than book-entry transfer through DTC) or, in the case of a book-entry transfertransfer through DTC, a Book-Entry Confirmation with respect to all such Shares together with an Agent’s Message if submitted in lieu of a letter the Letter of transmittal)Transmittal, and any other documents required by the letter of transmittal documents, are received by the Depositary within three two trading days after the date of execution of the such Notice of Guaranteed Delivery. A “trading day” is any day on which quotations are available NASDAQ is open for shares listed on the NASDAQ Global Marketbusiness. ​ The Notice of Guaranteed Delivery may be delivered by overnight courier to the Depositary or transmitted by telegram, facsimile transmission mailed or mail (or if sent by the Booke-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if the notice is sent by the Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf the notice is given that the participant has received and agrees to become bound by the form of the notice) mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Shares tendered by a Notice of Guaranteed Delivery made available will not be deemed validly tendered for purposes of satisfying the Minimum Tender Condition unless and until Shares underlying such Notice of Guaranteed Delivery are received by the PurchaserDepositary prior to the expiration of the Offer.