Extract to table

• Minimum Tender Condition: At least 11,500,001 Shares (constituting a majority of the 23,000,000 Shares calculated on a fully diluted basis) must be validly tendered and not withdrawn prior to the expiration of the Offer

The key parameters governing the use of the escrowed funds are as follows: • Tipping Basket: $450,000 — individual and aggregate indemnifiable losses must exceed $450,000 before any claims may be asserted against the escrow, at which point claims are recoverable from the first dollar (i

• Filing Deadline: If elected, the Section 338 election must be filed on IRS Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases) within 8½ months of the acquisition date, i