Conditions of the Offer.

Notwithstanding any other provision of the Offer, we will not be to accept for payment or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, and the payment for, Shares validly tendered, subject to the requirements of the Exchange Act for prompt payment for or return of Shares, if at any time on or after the date of this Offer to Purchase and before the Expiration Date any of the following events shall have occurred or are reasonably determined by us to have occurred, that, in our reasonable judgment and regardless of the circumstances giving rise to such event, makes it inadvisable to proceed with the Offer or with acceptance for payment or payment:

(1)  No legal action shall have been threatened, instituted or pending that challenges or relates to the Offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects or otherwise materially impair the contemplated future conduct of our business or our ability to purchase Shares in the Offer;

(2)  No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred;

(3)  No commencement or escalation of war, armed hostilities, or other international or national calamity, including, but not limited to, any outbreak of a pandemic or contagious disease or an act of terrorism, directly or indirectly involving the United States, shall have occurred on or after May 28, 2024, the last trading day prior to the commencement of the Offer;

(4)  No changes in the general political, market, economic or financial conditions in the United States or abroad that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects;

(5)  No decline shall have occurred in the market price in the Dow Jones Industrial Average, New York Stock Exchange Index, NASDAQ Composite Index or the Standard and Poor’s 500 Composite Index by more than 10% from the close of business on May 28, 2024;

(6)  No decline shall have occurred in the Energy Share Basket (as defined below) of more than 10% from the close of business on May 28, 2024. The appreciation or decline in the “Energy Share Basket” at any time shall mean the arithmetic average percentage appreciation (expressed as a positive number) or decline (expressed as a negative number) from May 28, 2024, of the reported trading price per Share for the common stock of each of the following: (i) Vistra Corp. on the New York Stock Exchange, (ii) Constellation Energy Corporation on the Nasdaq Stock Market and (iii) NRG Energy, Inc. on the New York Stock Exchange;

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(7)  No decline shall have occurred in the market price of our Share on the OTCQX by more than 10% from the close of business on May 28, 2024;

(8)  No limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or event that could reasonably be expected to materially affect, the extension of credit by banks or other lending institutions in the United States shall have occurred;

(9)  No tender or exchange offer for any or all of our Shares, or any merger, acquisition, business combination or other similar transaction with or involving us or any of our subsidiaries, shall have been proposed, announced or made by any person or shall have been publicly disclosed since May 28, 2024, and we shall not have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business (in each case other than the Offer) since May 28, 2024;

(10)  No change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;

(11)  No person (including a group) shall have acquired, or proposed to acquire, beneficial ownership of more than 10% of our outstanding Shares nor shall any new group have been formed that beneficially owns more than 10% of our outstanding Shares; or

(12)  No person shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our assets or securities.

If any of the conditions referred to above is not satisfied, we may:

(1)  terminate the Offer and return all tendered Shares to the tendering stockholders;

(2)  extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all of the tendered Shares until the expiration of the Offer as so extended;

(3)  waive the condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all of the Shares validly tendered; or

(4)  delay acceptance for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer.