4. The second and third sentences of the first paragraph under the caption How Long do I have to
tender my Rights? on page 4 of the Offer to Purchase, in the section entitled Summary Term Sheet and Questions and Answers, is hereby deleted and replaced with the following:
The Offer will expire at one minute past 11:59 p.m., New York City time, on November 7, 2019, or such later time and date to
which we may extend the Offer. We intend to extend the Offer to ensure that the Expiration Date of the Offer occurs one minute past 11:59 P.M., New York City time, on the day of the special meeting of the Companys stockholders during which the
Business Combination is approved.
5. The fourth sentence of the paragraph under the caption Can the Offer be extended, amended or
terminated? on page 4 of the Offer to Purchase, in the section entitled Summary Term Sheet and Questions and Answers, is hereby deleted and replaced with the following:
We intend to extend the Offer to ensure that the Expiration Date of the Offer occurs one minute past 11:59 P.M., New York City time,
on the day of the special meeting of the Companys stockholders during which the Business Combination is approved.
6. The paragraph under the
caption Are there any conditions to the Offer? on page 4 of the Offer to Purchase, in the section entitled Summary Term Sheet and Questions and Answers, is hereby deleted and replaced with the following:
The Offer is conditioned upon the approval of the Business Combination by the Companys stockholders at the special meeting. If the
Purchase Agreement is terminated for any reason, or the Offer would be reasonably likely to impair or delay the approval of the Business Combination by the Companys stockholders, we will terminate the Offer and will promptly return any Rights,
at our expense, that were delivered pursuant to the Offer upon the expiration or termination of the Offer. In addition, the Offer is also subject to a number of other customary conditions. See The OfferSection 6. Conditions of the
Offer.
7. The paragraph beginning with the caption If the Company is not able to consummate the Business Combination, the Offer
will be terminated. on page 7 of the Offer to Purchase, in the section entitled Risk Factors, is hereby deleted and replaced with the following:
If the Company is not able to obtain stockholder approval for the Business Combination at the special meeting, the Offer will be
terminated.
If the Company is unable to obtain stockholder approval for the Business Combination at the special meeting, the Offer
will be terminated and the Company will not purchase any Rights pursuant to the Offer. The conditions to the Business Combination are more fully described in The Business Combination and the Preliminary Proxy Statement.
8. The third and fourth paragraphs on page 9 of the Offer to Purchase, in the section entitled The OfferSection 1. Number of Rights; Purchase
Price.Number of Rights, are hereby deleted and replaced with the following:
The Offer will expire at one minute past
11:59 p.m., New York City time, on November 7, 2019, or such later time and date to which we may extend the Offer. We intend to extend the Offer to ensure that the Expiration Date of the Offer occurs one minute past 11:59 P.M., New York City
time, on the day of the special meeting of the Companys stockholders during which the Business Combination is approved. Only Rights validly tendered and not properly withdrawn will be purchased pursuant to the Offer. All Rights tendered and
not purchased pursuant to the Offer will be returned to the tendering Right holders at our expense promptly following the Expiration Date. We intend to extend the Offer to ensure that the Expiration Date of the Offer occurs on the same date as the
approval of the Business Combination by the Companys stockholders. See The OfferSection 13. Extension of the Offer; Termination; Amendment.
The Offer is not conditioned on any minimum number of Rights being tendered. The Offer is, however, subject to certain other conditions
including approval of the Business Combination by the Companys stockholders at the special meeting. See The Business Combination, The OfferSection 2. Purposes of the Offer; Certain Effects of the
Offer and The OfferSection 6. Conditions of the Offer.