Common use of Actions by the Company Clause in Contracts

Actions by the Company. (1) The Company shall use all reasonable efforts to have the Registration Statement declared effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any post-effective amendment to the Registration Statement becomes effective, (iii) of any SEC comment letters, and (iv) of any request by the SEC for any amendment or supplement to the Registration Statement or any prospectus relating thereto or for additional information. (2) The Company shall promptly deliver to Torchmark copies of the Registration Statement and amendments thereto as filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Date, the Company shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of the Securities Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company shall not represent and warrant as to the information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically for use in the Registration Statement or any amendment or supplement thereto or any prospectus included therein. (6) On the Public Offering Date, the Company shall issue to the Underwriters such number of Shares as provided in the Underwriting Agreement.

Actions by the Company. Whenever the Company is required to effect the registration of Covered Shares under the Act pursuant to Section 3.1 of this Agreement, subject to Section 3.2 hereof, the Company shall: (1a) The prepare and file with the Commission (as soon as reasonably practical after receiving the Registration Notice, and in any event within 60 days after receipt of such Registration Notice) the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the Commission to be filed therewith, and the Company shall use all its reasonable best efforts to cause such Registration Statement to become effective; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, or comparable statements under securities or Registration Rights Agreement blue sky laws of any jurisdiction, the Company shall (i) provide Holder with an adequate and appropriate opportunity to provide written comments with respect to such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the Commission and (ii) not file any such Registration Statement or Prospectus (or amendment or supplement thereto or comparable statement) with the Commission to which Holder's counsel or any underwriter shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the Act or of the rules or regulations thereunder; (b) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Act with respect to the disposition of the Covered Shares covered by such Registration Statement, in each case until such time as all of such Covered Shares have been disposed of in accordance with the intended methods of disposition by the seller(s) thereof set forth in such Registration Statement; provided, that except with respect to any Shelf Registration Statement, such period need not extend beyond six months after the effective date of the Registration Statement; and provided further, that with respect to any Shelf Registration Statement, such period need not extend beyond the time period provided in Section 3.1(a), and which periods, in any event, shall terminate when all the Covered Shares covered by such Registration Statement declared effective have been sold (but not before the expiration of the time period referred to in Section 4(3) of the Act and Rule 174 thereunder, if applicable); (c) furnish, without charge, to the Holder and each underwriter, if any, of the exchange shares covered by such Registration Statement, such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus), and other documents, as promptly as the Holder and such underwriter may reasonably practicable and will request in order to facilitate the public sale or other disposition of the Covered Shares owned by the Holder; (d) promptly notify Torchmark the Holder and confirm such advice in writingthe sole or lead managing underwriter, if any: (i) when the Registration Statement has become effectiveStatement, (ii) when any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement becomes has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (iii) of any SEC comment letters, and (ivii) of any request by the SEC Commission or any state securities or blue sky authority for any amendment amendments or supplement supplements to the Registration Statement or any prospectus relating the Prospectus related thereto or for additional information. , (2iii) The Company shall promptly deliver to Torchmark copies of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement and amendments thereto as filed or the initiation or threat of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with the SEC. The Company shall furnish respect to the Underwriters such number suspension of copies the qualification of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect Covered Shares for sale under Registration Rights Agreement the offering and sale securities or blue sky laws of any Shares being offered and sold pursuant to jurisdiction or the initiation of any proceeding for such Registration Statement. purpose, (3v) The of the existence of any fact of which the Company shall use its reasonable efforts to qualify not later than becomes aware or the effective date happening of any event which results in (A) the Registration Statement the Shares registered thereunder under the "blue sky" laws containing an untrue statement of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be a material fact or omitting to state a material fact required to qualify as be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a foreign corporation material fact or execute omitting to state a general consent material fact required to service be stated therein or necessary to make any statements therein, in the light of process the circumstances under which they were made, not misleading and (vi) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to an event described in any jurisdiction. of the clauses (4v) The Company shall enter into customary agreements or (including the Underwriting Agreementvi) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares this Section 3.4(e), subject to the Registration Statement. (5) On the Public Offering DateSection 3.2, the Company shall hereby represent promptly prepare a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and warrant (2) as thereafter delivered to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions purchasers of the Securities ActCovered Shares being sold thereunder, and will such Prospectus shall not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (and shall furnish to the Holder and each underwriter, if any, a reasonable number of copies of such Prospectus so supplemented or amended); provided that and if the notification relates to an event described in clauses (ii) through (iv) of this Section 3.4(e), the Company shall not represent use its reasonable best efforts to remedy such matters; (e) make reasonably available for inspection by the Holder, any sole or lead managing underwriter participating in any disposition pursuant to such Registration Statement, Holder's counsel and warrant any attorney, accountant or other agent retained by any such seller or any underwriter material financial and other relevant information concerning the business and operations of the Company and the properties of the Company and any subsidiaries thereof as may be in existence at such time as shall be necessary, in the reasonable opinion of such Holder's and such underwriters' respective counsel, to enable them to conduct a reasonable investigation within the meaning of the Act, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply such information as may be reasonably requested by any such parties in connection with such Registration Statement; (f) obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants who have certified the Company's financial statements included or incorporated by reference in such Registration Rights Agreement Registration Statement in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the information provided sole or lead managing underwriter, if any, and to the Holder, and furnish to the Holder participating in writing by or on behalf the offering and to each underwriter, if any, a copy of Torchmark such opinion and letter addressed to the underwriter; (g) in the case of an underwritten offering, make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (which either need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); (h) use its reasonable best efforts to cause all such Covered Shares to be listed (i) related to Torchmark, Torchmark's Business, its operations or its relationship with on the national securities exchange on which the Company, 's common shares are then listed or (ii) was furnished specifically for use in if common shares of the Company are not at the time listed on any national securities exchange (or if the listing of Covered Shares is not permitted under the rules of such national securities exchange on which the Company's common shares are then listed), on another national securities exchange; (i) furnish to the Holder and the sole or lead managing underwriter, if any, without charge, at least one manually signed copy of the Registration Statement or and any amendment or supplement thereto or any prospectus included therein.post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those deemed to be incorporated by reference); (6j) On if requested by the Public Offering Datesole or lead managing underwriter or the Holder of Covered Shares, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder, the Company shall issue underwriters or the intended method of distribution as the sole or lead managing underwriter or the Holder reasonably requests to be included therein and as is appropriate in the reasonable judgment of the Company, including, without limitation, information with respect to the Underwriters such number of Covered Shares as provided being sold to the underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten offering of the Covered Shares to be sold in such offering; and (k) use its reasonable best efforts to take all other steps necessary to expedite or facilitate the Underwriting Agreementregistration and disposition of the Covered Shares contemplated hereby, including obtaining necessary governmental approvals and effecting required filings; entering into customary agreements (including customary underwriting agreements, if the public offering is underwritten); cooperating with the Holder and any underwriters in connection with any filings required by the National Association of Securities Dealers, Inc. (the "NASD"); providing appropriate certificates not bearing Registration Rights Agreement restrictive legends representing the Covered Shares; and providing a CUSIP number and maintaining a transfer agent and registrar for the Covered Shares.

Actions by the Company. (1a) The Company shall use all reasonable efforts hereby approves of and consents to have the Registration Statement declared effective as promptly as reasonably practicable Offer and will promptly notify Torchmark represents and confirm such advice in writingwarrants that the board of directors of the Company (the "Board of Directors" or the "Board"), at a meeting duly called and held, has duly adopted, by unanimous vote, resolutions: (i) when approving this Agreement, the Registration Statement has become effectiveOffer and the Merger (as hereinafter defined), (ii) when any post-effective amendment determining that the Merger is advisable and (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Registration Statement becomes effectiveOffer (such Schedule 14D-9, (iiias amended from time to time, the "Schedule 14D-9") of any SEC comment letters, containing the recommendations described in Section 1.3(a) and (iv) of any request by shall mail the SEC for any amendment or supplement Schedule 14D-9 to the Registration Statement or any prospectus relating thereto or for additional information. (2) The stockholders of the Company. To the extent practicable, the Company shall promptly deliver cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to Torchmark copies of the Registration Statement Company's stockholders. Purchaser and amendments thereto as filed its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Company Schedule 14D-9 shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Date, the Company shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions requirements of the Securities Exchange Act. On the date filed with the SEC and on the date first published, and will sent or given to the Company's stockholders, the Schedule 14D-9 shall not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that no representation is made by the Company shall not represent with respect to information supplied by Parent, Purchaser or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. The Company agrees to correct promptly, and warrant each of Purchaser and Merger Sub agrees to notify the Company promptly as to, any information provided by it in writing specifically for inclusion in the Schedule 14D-9 if and to the extent such information provided shall have become false or misleading in any material respect, -4- 6 and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to all of the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and its counsel in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations any comments the Company or its relationship counsel may receive from the SEC or its staff with respect to the CompanySchedule 14D-9 promptly after the receipt of such comments. The Company shall use its reasonable best efforts, or (ii) was furnished specifically for use in after consultation with Purchaser, to respond promptly to all such comments of and requests by the Registration Statement or SEC. The Company shall provide Purchaser copies of any amendment or supplement thereto or written responses and telephonic notification of any prospectus included thereinverbal responses by the Company and its counsel. (6c) On In connection with the Public Offering DateOffer, the Company shall issue cause its transfer agent to furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders and security position listings and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the Offer to the Underwriters Company's stockholders. Subject to the requirements of law, and except for such number steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent, Purchaser and Merger Sub and each of Shares their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession and otherwise treat such information as provided subject to the Confidentiality Agreement, between Purchaser and the Company, dated May 17, 1999 (the "Confidentiality Agreement"). (d) Subject to the terms and conditions of this Agreement, if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the Underwriting Agreementabsence of action by the Company or the Board, prevent the Merger Sub, were it to acquire a specified percentage of the shares of Common Stock then outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a majority of shares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its best efforts to promptly take or cause such action to be taken.

Actions by the Company. (1a) The Company shall use all reasonable efforts to have the Registration Statement declared effective as promptly as reasonably practicable hereby approves of and will promptly notify Torchmark and confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any post-effective amendment consents to the Registration Statement becomes effective, (iii) of any SEC comment letters, Offer and (iv) of any request the transactions contemplated by the SEC for any amendment Purchase Agreement and represents and warrants that the Board of Directors of the Company (the "Board of Directors" or supplement the "Board") at a meeting duly called and held has duly adopted resolutions approving this Agreement and the Offer, subject to receiving the written opinion of Duff & Xxxxxx LLP or another financial advisor (the "Fairness Opinion") that the per share Tender Consideration is fair to the Registration Statement Company's stockholders from a financial point of view. The Company undertakes to obtain promptly the Fairness Opinion. The Company further represents and warrants that the Board has taken all action required under or pursuant to the Company's Certificate of Incorporation (the "Certificate") so as to make inapplicable the provisions of Article Tenth to any Business Combination (as defined in the Certificate) involving Buyer or any prospectus relating thereto or for additional informationof its affiliates. (2b) The Within ten (10) business days following the commencement of the Offer, the Company shall promptly deliver file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to Torchmark copies the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") and shall mail the Schedule 14D-9 to the stockholders of the Registration Statement Company. Promptly following receipt of the Fairness Opinion, the Company shall file with the SEC the Schedule 14D-9 (or an amendment thereto) containing the recommendation of the Board of Directors that the Company's stockholders accept the Offer and amendments thereto as filed shall mail the Schedule 14D-9 (or such amendment) to the stockholders of the Company. To the extent practicable, the Company shall cooperate with purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Company Schedule 14D-9 shall furnish comply as to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Date, the Company shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions requirements of the Securities ActExchange Act and, on the date filed with the SEC and will on the date first published, sent or given to the Company's stockholders, shall not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that no representation is made by the Company shall not represent and warrant as with respect to information supplied by Buyer for inclusion in the information provided in writing by or on behalf Schedule 14D-9. Each of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically Sellers and Buyer agrees promptly to correct any information provided by it for use in the Registration Statement Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any amendment material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Buyer and its counsel in writing with any comments the Company or supplement thereto its counsel may receive from the SEC or any prospectus included thereinits staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (6c) On In connection with the Public Offering DateOffer, the Company shall issue cause its transfer agent to furnish Buyer with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Buyer such information and assistance (including updated lists of stockholders, security position listings and computer files) as Buyer may reasonably request in communicating the Offer to the Underwriters Company's stockholders. Subject to the requirements of Law, and except for such number steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Buyer and its affiliates and associates shall hold in confidence the information contained in any of Shares as provided such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession or under their control. (d) Subject to the terms and conditions of this Agreement, if there shall occur a change in Law or in a binding judicial interpretation of existing Law that would, in the Underwriting Agreementabsence of action by the Company or the Board, prevent Buyer, were it to acquire a specified percentage of the shares of Common Stock then outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a majority of shares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its reasonable best efforts to promptly take or cause such action to be taken.

Actions by the Company. (1a) The Company shall use all reasonable efforts to have the Registration Statement declared effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any post-effective amendment hereby consents to the Registration Statement becomes effective, (iii) inclusion in the Offer Documents of any SEC comment letters, and (iv) of any request by the SEC for any amendment or supplement information relating to the Registration Statement or any prospectus relating thereto or for additional information. (2) The Company shall promptly deliver to Torchmark copies recommendation of the Registration Statement and amendments thereto as filed with Board of Directors of the SECCompany described in Section 3.2(b). The Company shall furnish provide for inclusion in the Offer Documents any information reasonably requested by Merger Subsidiary, and to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Dateextent requested by Merger Subsidiary, the Company shall hereby represent and warrant to Torchmark that the Registration Statement, cooperate in the form declared effective preparation of the Offer Documents. (b) As soon as reasonably practicable on or after the date of the commencement of the Offer, the Company shall file with the Commission a Solicitation/Recommendation Statement on Schedule 14d-9 with respect to the Offer (such Schedule 14d-9, together with all amendments and supplements thereto, "Schedule 14D-9") containing the recommendations of the Board of Directors of the Company described in Section 3.2(b) and shall disseminate the Schedule 14D-9 to the stockholders of the Company to the extent required by Rule 14D-9 promulgated under the SEC, Exchange Act and any amendment other applicable federal or state securities laws. The Company shall cooperate with Merger Subsidiary in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Merger Subsidiary and supplement thereto its counsel shall be given an opportunity to review and any prospectus included therein, will comment upon the Schedule 14D-9 prior to the filing thereof with the Commission. The Schedule 14D-9 shall comply in all material respects with the applicable provisions requirements of the Securities Exchange Act. On the date filed with the Commission and on the date first published, and will sent or given to the Company's stockholders, the Schedule 14D-9 shall not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that no representation is made by the Company shall not represent and warrant as with respect to information supplied by Merger Subsidiary for inclusion in the Schedule 14D-9. The Company agrees to correct promptly any information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically it for use in the Registration Statement Schedule 14D-9 if and to the extent such information shall have become false or misleading in any amendment material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and to be disseminated to all of the holders of Shares as and to the extent required by applicable federal securities laws. Merger Subsidiary agrees to notify the Company promptly as to any information provided by it for use in the Schedule 14D-9 if and to the extent such information shall have become false or supplement thereto misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and to be disseminated to all of the holders of Shares as and to the extent required by applicable federal securities laws. The Company agrees to provide Merger Subsidiary and its counsel in writing any comments the Company or its counsel may receive from the Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company agrees to use its reasonable efforts, after consultation with Merger Subsidiary, to respond promptly to all such comments of and requests by the Commission. The Company shall provide Merger Subsidiary copies of any prospectus included thereinwritten responses and telephonic notification of any verbal responses by the Company and its counsel. (6c) On In connection with the Public Offering DateOffer, the Company shall issue promptly, or shall cause its transfer agent to promptly, furnish Merger Subsidiary with mailing labels containing the names and addresses of the record holders of Shares, each as of the most recent date together with copies of all lists of stockholders and security position listings and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Merger Subsidiary such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Subsidiary may reasonably request in communicating the Offer to the Underwriters Company's stockholders. Subject to the requirements of applicable law, and except for such number steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Merger Subsidiary shall hold in confidence the information contained in any of Shares as provided such labels, lists and files, shall use such information only in connection with the Underwriting AgreementOffer and the Merger, and, if this Agreement is terminated in accordance with Section 9.1, shall deliver to the Company all copies of such information then in its possession.

Actions by the Company. Whenever the Company is required to effect the registration of Registrable Shares under the Securities Act pursuant to Section 2.1 of this Agreement (1subject to Section 2.2 hereof), the Company shall: (a) The prepare and file with the Commission within the time frames set forth in Section 2.1 the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the Commission to be filed therewith, and the Company shall use all its reasonable best efforts to have cause such Registration Statement to become effective within the time frames set forth in Section 2.1; provided that, before filing such Registration Statement or any amendments or supplements thereto, the Company shall furnish to the Holder and counsel for the Holder a draft copy of the Registration Statement declared and shall use its reasonable best efforts to reflect in such Registration Statement, when filed with the Commission, such comments as the Holder or such counsel shall reasonably and timely propose; (b) subject to the proviso in clause (a) above, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered by such Registration Statement, in each case for the time period provided in Section 2.1(a)(ii); (c) furnish, without charge, to the Holder such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement, and other documents, as promptly as the Holder may reasonably practicable request in order to facilitate the public sale or other disposition of the Registrable Shares owned by the Holder; and will the Company hereby consents (except during the continuance of a Suspension Period) to the use of such Prospectus and each amendment or supplement thereto by the Holder, in connection with any offering and sale of the Registrable Shares covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein; (d) promptly notify Torchmark and confirm such advice in writing, the Holder: (i) when the Registration Statement or post-effective amendment thereto has been filed, when the same has become effective, (ii) when of any request by the Commission or any state securities or blue sky authority for amendments to the Registration Statement, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or blue sky laws of any jurisdiction, (v) of the existence of any fact of which the Company becomes aware or the happening of any event which results in (A) the Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement becomes effective, (iii) of any SEC comment letters, and (iv) of any request by the SEC for any amendment would be appropriate or supplement that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement or any prospectus relating thereto or for additional information.inadvisable pending such disclosure and post-effective amendment; (2e) The Company shall promptly deliver to Torchmark copies of the Registration Statement and amendments thereto as filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable best efforts to qualify cause all such Registrable Shares to be listed (i) on the United States national securities exchange on which the Common Shares are then listed or (ii) if the Common Shares are not later than at the effective date time listed on any United States national securities exchange (or if the listing of the Registration Statement the Registrable Shares registered thereunder is not permitted under the "blue sky" laws rules of such states as United States national securities exchange on which the Underwriters may reasonably request; providedCommon Shares are then listed), however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction.on another United States national securities exchange; (4f) The Company shall enter into customary agreements (including the Underwriting Agreement) and use its reasonable best efforts to take all other customary and appropriate actions in order steps necessary to expedite or facilitate the registration and disposition of the Registrable Shares subject contemplated hereby, including (i) obtaining necessary governmental approvals and effecting required filings; (ii) cooperating with the Holder in connection with any filings required by FINRA; (iii) providing appropriate certificates not bearing restrictive legends representing the Registrable Shares; and (iv) providing a CUSIP number and maintaining a transfer agent and registrar for the Registrable Shares; (g) keep the Holder’s counsel reasonably apprised as to the intention and progress of the Company with respect to any Registration Statement.Statement hereunder, including by providing the Holder’s counsel with copies of all written correspondence with the SEC in connection with any Registration Statement or Prospectus filed hereunder; and (5h) On ensure that (i) at the Public Offering Datetime of filing, the Company no Registration Statement (including any amendments thereto) shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and contain any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of the Securities Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that , and (ii) at the time of filing, no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company shall not represent and warrant as to the information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished Holder specifically for use in the Registration Statement or any amendment or supplement thereto or any prospectus included therein. (6) On the Public Offering Date, the Company shall issue to the Underwriters such number of Shares as provided in the Underwriting Agreement.

Actions by the Company. Whenever the Company is required to effect the registration of Registrable Shares under the Securities Act pursuant to Section 3.1 of this Agreement, subject to Section 3.2 hereof, the Company shall: (1a) The prepare and file with the Commission within the time frames set forth in Section 3.1 the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the Commission to be filed therewith, and the Company shall use all its commercially reasonable efforts to have cause such Registration Statement to become effective within the time frames set forth in Section 3.1; provided that before filing such Registration Statement or any amendments or supplements thereto, the Company shall furnish to the Holder and counsel for the Holder a draft copy of the Registration Statement declared and shall use reasonable efforts to reflect in such Registration Statement, when filed with the Commission, such comments as the Holder or such counsel shall reasonably and timely propose; SC1:3536809.8 (b) subject to the proviso in clause (a) above, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered by such Registration Statement, in each case for the time period provided in Section 3.1(a); (c) furnish, without charge, to the Holder such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement, and other documents, as promptly as the Holder may reasonably practicable request in order to facilitate the public sale or other disposition of the Registrable Shares owned by the Holder; and will the Company hereby consents (except during the continuance of a Suspension Period) to the use of such Prospectus and each amendment or supplement thereto by the Holder, in connection with any offering and sale of the Registrable Shares covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein; (d) promptly notify Torchmark and confirm such advice in writing, the Holder: (i) when the Registration Statement or post-effective amendment thereto has been filed, when the same has become effective, (ii) when of any request by the Commission or any state securities or blue sky authority for amendments to the Registration Statement, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or blue sky laws of any jurisdiction, (v) of the existence of any fact of which the Company becomes aware or the happening of any event which results in (A) the Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement becomes effective, (iii) of any SEC comment letters, and (iv) of any request by the SEC for any amendment would be appropriate or supplement that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement or any prospectus relating thereto or for additional information.inadvisable pending such disclosure and post-effective amendment; (2e) The Company shall promptly deliver to Torchmark copies of the Registration Statement and amendments thereto as filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its commercially reasonable efforts to qualify cause all such Registrable Shares to be listed (i) on the United States national securities exchange on which the NRF Shares are then listed or (ii) if the NRF Shares are not later than at the effective date time listed on any United States national securities exchange (or if the listing of the Registration Statement the Registrable Shares registered thereunder is not permitted under the "blue sky" laws rules of such states as United States national securities exchange on which the Underwriters may reasonably request; providedNRF Shares are then listed), however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction.on another United States national securities exchange; (4f) The Company shall enter into customary agreements (including the Underwriting Agreement) and use its commercially reasonable efforts to take all other customary and appropriate actions in order steps necessary to expedite or facilitate the registration and disposition of the Registrable Shares subject contemplated hereby, including obtaining necessary governmental approvals and effecting required filings; SC1:3536809.8 cooperating with the Holder in connection with any filings required by FINRA; providing appropriate certificates not bearing restrictive legends representing the Registrable Shares; and providing a CUSIP number and maintaining a transfer agent and registrar for the Registrable Shares; (g) keep the Holder’s counsel reasonably apprised as to the intention and progress of the Company with respect to any Registration Statement.Statement hereunder, including by providing the Holder’s counsel with copies of all written correspondence with the SEC in connection with any Registration Statement or Prospectus filed hereunder; and (5h) On the Public Offering Date, the Company ensure that (i) no Registration Statement (including any amendments thereto) shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and contain any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of the Securities Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and (ii) no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that , in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company shall not represent and warrant as to the information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished Holder specifically for use in the Registration Statement or any amendment or supplement thereto or any prospectus included therein. (6) On the Public Offering Date, the Company shall issue to the Underwriters such number of Shares as provided in the Underwriting Agreement.

Actions by the Company. Whenever the Company is required to effect the registration of Covered Shares under the Act pursuant to Section 3.1 of this Agreement, subject to Section 3.2 hereof, the Company shall: (1a) The prepare and file with the Commission (as soon as reasonably practical after receiving the Registration Notice, and in any event within 60 days after receipt of such Registration Notice) the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the Commission to be filed therewith, and the Company shall use all its reasonable best efforts to have the cause such Registration Statement declared effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writingto become effective; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall (i) when the provide Holder with an adequate and appropriate opportunity to provide written comments with respect to of such Registration Statement has become effective, and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the Commission and (ii) when not file any post-effective amendment to the such Registration Statement becomes effective, or Prospectus (iii) of any SEC comment letters, and (iv) of any request by the SEC for any or amendment or supplement thereto or comparable statement) with the Commission to which Holder's counsel or any underwriter shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the Act or of the rules or regulations thereunder; (b) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Act with respect to the disposition of the Covered Shares covered by such Registration Statement or Statement, in each case until such time as all of such Covered Shares have been disposed of in accordance with the intended methods of disposition by the seller(s) thereof set forth in such Registration Statement; provided, that except with respect to any prospectus relating thereto or for additional information. (2) The Company shall promptly deliver to Torchmark copies Shelf Registration, such period need not extend beyond six months after the effective date of the Registration Statement; and provided further, that with respect to any Shelf Registration, such period need not extend beyond the time period provided in Section 3.1(a), and which periods, in any event, shall terminate when all the Covered Shares covered by such Registration Statement have been sold (but not before the expiration of the time period referred to in Section 4(3) of the Act and amendments thereto as filed with the SEC. The Company shall furnish Rule 174 thereunder, if applicable); (c) furnish, without charge, to the Underwriters Holder and each underwriter, if any, of the exchange shares covered by such Registration Statement, such number of copies of any prospectus such Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including any each preliminary prospectus) Prospectus), and other documents, as the Holder and such Underwriters underwriter may reasonably request in order to effect facilitate the public sale or other disposition of the Covered Shares owned by the Holder; (d) prior to any public offering and sale of any Covered Shares, use its best efforts to register or qualify the Covered Shares being offered and sold pursuant to covered by such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "such other securities or blue sky" sky laws of such states jurisdictions as the Underwriters Holder or the sole or lead managing underwriter, if any, may reasonably requestrequest to enable the Holder to consummate the disposition in such jurisdictions of the Covered Shares owned by the Holder and to continue such registration or qualification in effect in each such jurisdiction for as long as such Registration Statement remains in effect (including through new filings or amendments or renewals), and do any and all other acts and things which may be necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of the Covered Shares owned by it; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section, (ii) subject itself to taxation in any such jurisdiction or execute a general (iii) consent to general service of process in any such jurisdiction.; (4e) The Company shall enter into customary agreements promptly notify the Holder and the sole or lead managing underwriter, if any: (including i) when the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite Registration Statement, any pre-effective amendment, the Prospectus or facilitate the disposition of Shares subject any prospectus supplement related thereto or post-effective amendment to the Registration Statement. Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (5ii) On of any request by the Public Offering DateCommission or any state securities or blue sky authority for amendments or supplements to the Registration Statement or the Prospectus related thereto or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Covered Shares for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose, (v) of the existence of any fact of which the Company becomes aware or the happening of any event which results in (A) the Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading and (vi) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to an event described in any of the clauses (v) or (vi) of this Section 3.4(e), subject to Section 3.2, the Company shall hereby represent promptly prepare a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and warrant (2) as thereafter delivered to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions purchasers of the Securities ActCovered Shares being sold thereunder, and will such Prospectus shall not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (and shall furnish to the Holder and each underwriter, if any, a reasonable number of copies of such Prospectus so supplemented or amended); provided that and if the notification relates to an event described in clauses (ii) through (iv) of this Section 3.4(e), the Company shall not represent use its reasonable best efforts to remedy such matters; (f) make reasonably available for inspection by the Holder, any sole or lead managing underwriter participating in any disposition pursuant to such Registration Statement, Holder's counsel and warrant any attorney, accountant or other agent retained by any such seller or any underwriter material financial and other relevant information concerning the business and operations of the Company and the properties of the Company and any subsidiaries thereof as may be in existence at such time as shall be necessary, in the reasonable opinion of such Holder's and such underwriters' respective counsel, to enable them to conduct a reasonable investigation within the meaning of the Act, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply such information as may be reasonably requested by any such parties in connection with such Registration Statement; (g) obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants who have certified the Company's financial statements included or incorporated by reference in such Registration Statement in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the information provided sole or lead managing underwriter, if any, and to the Holder, and furnish to the Holder participating in writing by or on behalf the offering and to each underwriter, if any, a copy of Torchmark such opinion and letter addressed to the underwriter; (h) in the case of an underwritten offering, make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (which either need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); (i) related use its reasonable best efforts to Torchmark, Torchmark's Business, its operations or its relationship with cause all such Covered Shares to be listed (i) on the national securities exchange on which the Company, 's common shares are then listed or (ii) was furnished specifically for use in if common shares of the Company are not at the time listed on any national securities exchange (or if the listing of Covered Shares is not permitted under the rules of such national securities exchange on which the Company's common shares are then listed), on another national securities exchange; (j) furnish to the Holder and the sole or lead managing underwriter, if any, without charge, at least one manually signed copy of the Registration Statement or and any amendment or supplement thereto or any prospectus included therein.post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those deemed to be incorporated by reference); (6k) On if requested by the Public Offering Datesole or lead managing underwriter or the Holder of Covered Shares, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder, the Company shall issue underwriters or the intended method of distribution as the sole or lead managing underwriter or the Holder reasonably requests to be included therein and as is appropriate in the reasonable judgment of the Company, including, without limitation, information with respect to the Underwriters such number of Covered Shares as provided being sold to the underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten offering of the Covered Shares to be sold in such offering; and (l) use its reasonable best efforts to take all other steps necessary to expedite or facilitate the Underwriting Agreementregistration and disposition of the Covered Shares contemplated hereby, including obtaining necessary governmental approvals and effecting required filings; entering into customary agreements (including customary underwriting agreements, if the public offering is underwritten); cooperating with the Holder and any underwriters in connection with any filings required by the National Association of Securities Dealers, Inc. (the "NASD"); providing appropriate certificates not bearing restrictive legends representing the Covered Shares; and providing a CUSIP number and maintaining a transfer agent and registrar for the Covered Shares.

Actions by the Company. (1) The Company shall, upon the Stockholders' reasonable request, inform each holder of Registrable Securities as to the status of any such registration, qualification, exemption and compliance contemplated by this Agreement. At the expense of the Stockholders, the Company shall use all commercially reasonable efforts to: (i) keep such registration, and any qualification, exemption or compliance under state or federal securities laws which the Company determines to have obtain, continuously effective until the termination of the Registration Statement declared effective Period; (ii) advise the holders of Registrable Securities as promptly soon as reasonably practicable and will promptly notify Torchmark and confirm such advice in writing, practicable: (iA) when the Registration Statement or any amendment thereto has become effective, (ii) been filed with the SEC and when the Registration Statement or any post-effective amendment to the Registration Statement becomes thereto has become effective, ; (iiiB) of any SEC comment letters, and (iv) of any request the issuance by the SEC for of any amendment or supplement to stop order suspending the effectiveness of the Registration Statement or the initiation of any prospectus relating thereto or proceedings for additional information.such purpose; (2C) The of the receipt by either the Stockholders or the Company shall promptly deliver of any notification with respect to Torchmark copies the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (D) of the happening of any event that requires the making of any changes in the Registration Statement and amendments thereto or the prospectus so that, as filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Datedate, the Company shall hereby represent statements therein are not misleading and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of the Securities Act, and will do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading (which notice will be accompanied by an instruction to suspend the use of the prospectus until such changes have been made); (iii) obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time; (iv) furnish to each holder of Registrable Securities, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if such holders so request in writing, all exhibits (including those incorporated by reference) in the form filed with the SEC; (v) during the Registration Period, deliver to each holder of Registrable Securities, without charge, as many copies of the prospectus included in such Registration Statement and any amendment or supplement thereto as such holder may reasonably request; and the Company consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each of the holder of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto; (vi) prior to any public offering of Registrable Securities pursuant to the Registration Statement, register or qualify or obtain an exemption for offer and sale under the securities or blue sky laws of such jurisdictions as any holders of Registrable Securities reasonably request in writing, provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by such Registration Statement in the sole discretion of the Company; (vii) to the extent permitted under applicable rules and regulations promulgated under the Securities Act, cooperate with the holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to any Registration Statement free of any restrictive legends to the extent not required at such time and in such denominations and registered in such names as holders of Registrable Securities may request at least five (5) business days prior to sales of Registrable Securities pursuant to such Registration Statement; (viii) upon the occurrence of any event contemplated by Section 1(c)(ii)(D) above, promptly prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter promptly delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that and (ix) comply with all applicable rules and regulations of the SEC, and make generally available to the Company's security holders not later than 45 days (or 90 days if the fiscal quarter is the fourth fiscal quarter) after the end of its fiscal quarter in which the first anniversary date of the Effective Date occurs, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act. Notwithstanding the foregoing, it shall be a condition precedent to the obligations of the Company to take any action pursuant to paragraphs (c)(i) through (c)(ix) of this Section 1, that each holder of Registrable Securities shall not represent and warrant as furnish to the Company such information provided regarding itself, the Registrable Securities to be sold by such holder and the intended method of disposition of such Registrable Securities as shall be required to effect the registration of the Registrable Securities, all of which information shall be furnished to the Company in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically for use in the Registration Statement or any amendment or supplement thereto or any prospectus included thereinStatement. (6) On the Public Offering Date, the Company shall issue to the Underwriters such number of Shares as provided in the Underwriting Agreement.

Actions by the Company. (1) The Company shall use all reasonable efforts to have the Registration Statement declared effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any post-effective amendment to the Registration Statement becomes effective, (iii) of any SEC comment letters, and (iv) of any request by the SEC for any amendment or supplement to the Registration Statement or any prospectus relating thereto or for additional information. (2) The Company shall promptly deliver to Torchmark copies of the Registration Statement and amendments thereto as filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Date, the The Company shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of the Securities Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company shall not represent and warrant as to the information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically for use in the Registration Statement or any amendment or supplement thereto or any prospectus included therein. (6) On the Public Offering Date, the Company shall issue to the Underwriters such number of Shares as provided in the Underwriting Agreement.

Actions by the Company. (1a) The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation to the extent such Company Board Recommendation is not withheld or withdrawn in accordance with Section 6.2. To the extent the foregoing Company Board Recommendation has been amended or modified in accordance with Section 6.2, the Company hereby consents to the inclusion of such recommendation, as so amended or modified, in the Offer Documents. The Company represents that it has obtained all necessary consents to permit the inclusion in its entirety of the fairness opinion of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated in the Schedule 14D-9. The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all Company Shares owned by such person pursuant to the Offer. (b) On the Offer Commencement Date, the Company shall use all file with the SEC and (following or contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Stock to the extent required by applicable Law) disseminate to holders of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.2, shall (x) contain the Company Board Recommendation, (y) reflect that the Merger shall be effected under Section 251(h) of the DGCL and (z) contain the notice and other information (including setting the stockholder list date as of record) required by Section 262(d)(2) of the DGCL. Parent and its counsel shall be given a reasonable efforts opportunity to have review and comment on the Registration Statement declared effective Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC, and the Company shall give reasonable consideration to any comments provided by Parent and Merger Sub (or their counsel). The Company shall: (i) as promptly as reasonably practicable provide Parent and will promptly notify Torchmark its counsel with a copy of any written comments and confirm such advice in writing, all correspondence and a description of any oral comments received by the Company (ior its counsel) when from the Registration Statement has become effectiveSEC or its staff with respect to the Schedule 14D-9, (ii) when give Parent and its counsel a reasonable opportunity to review and comment on any post-effective amendment response formulated in connection with such comments prior to the Registration Statement becomes effective, filing thereof with the SEC (and the Company shall give reasonable consideration to any comments provided by Parent and Merger Sub (or their counsel)) and (iii) of respond as promptly as reasonably practicable to any SEC comment letters, and (iv) of any request by the SEC for any amendment or supplement to the Registration Statement or any prospectus relating thereto or for additional information. (2) The Company shall promptly deliver to Torchmark copies of the Registration Statement and amendments thereto as filed with the SECsuch comments. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, agrees that the Company Schedule 14D-9 shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4A) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Date, the Company shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions requirements of the Securities Act, Exchange Act and will (B) not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that no covenant is made by the Company shall not represent and warrant as with respect to the information provided in writing supplied by or on behalf of Torchmark which either Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act: (i1) related to Torchmarkeach of Parent, Torchmark's Business, its operations or its relationship with Merger Sub and the Company, or (ii) was furnished specifically Company shall as promptly as reasonably practicable correct any information provided by it for use in the Registration Statement Schedule 14D-9 if such information shall have become false or misleading in any amendment material respect and (2) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or supplement thereto amended to correct such information, to be filed as promptly as reasonably practicable with the SEC and, if required, to be disseminated to holders of Company Common Stock. Parent and Merger Sub shall as promptly as reasonably practicable furnish to the Company all information concerning Parent or Merger Sub that may be reasonably requested in connection with any prospectus included thereinaction contemplated by this Section 2.3(b). To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents disseminated to the Company Stockholders. (6c) On In connection with the Public Offering DateOffer, the Company shall issue instruct its transfer agent to furnish to Merger Sub a list, as of the most recent practicable date, of the record holders of Company Common Stock and their addresses, as well as mailing labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files in the Company’s possession or reasonably obtainable by the Company containing the names and address of the record or beneficial owners of Company Common Stock as of the most recent practicable date. The Company will furnish Merger Sub with such additional information and assistance as Merger Sub may reasonably request for purposes of communicating the Offer to the Underwriters record holders and beneficial holders of Company Common Stock. All information furnished in accordance with this Section 2.3(c) shall be held in confidence by Parent and Merger Sub in accordance with the requirements of the Confidentiality Agreement, dated as of March 21, 2016, between the Company and Parent (the “Confidentiality Agreement”), and shall be used by Parent and Merger Sub only in connection with the communication of the Offer and the Merger to the holders of Company Common Stock, and, if this Agreement is terminated or the Offer is otherwise terminated, Parent or Merger Sub shall, as promptly as reasonably practicable, at Parent’s election, either deliver (or cause to be delivered) to the Company or destroy all copies of such number of Shares as provided information, labels, listings and files then in their possession or in the Underwriting Agreementpossession of their Representatives. The Company shall register (and shall instruct its transfer agent to register) the transfer of Company Shares accepted for payment effective immediately after the Acceptance Time; provided, that Merger Sub pays for such Company Shares at or immediately after such transfer.

Actions by the Company. (1) The During the period from the date of this Agreement through the Effective Time, except as otherwise expressly required by this Agreement or as set forth in the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in, and not enter into any material transaction other than in accordance with, the ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, all to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter, the Company shall use all reasonable efforts to have not, and shall not permit any of its Subsidiaries to, without the Registration Statement declared effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writing, prior written consent of Parent: (i) when (A) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders in their capacity as such (other than regular quarterly dividends of not more than $180 per Company Series E Preferred Share, of not more than $180 per Company Series F Preferred Share and of not more than $.23 per Company Common Share (it being the Registration Statement has become effectiveexpress understanding of Parent and the Company that the stockholders of the Company shall be entitled to either a dividend on Company Common Shares or shares of Parent Common Stock, but not both, for the calendar quarter in which the Closing shall occur, and the Board of Directors of the Company shall not declare any dividend or fix any record date therefor which would have such effect; provided however, that if (i) the Company shall not have declared any regular quarterly dividend in respect of any quarter after the date hereof in order to provide its stockholders an opportunity to receive a quarterly dividend in respect of Parent Common Stock for such quarter and (ii) when the Merger is not effected on a date which would enable such stockholders to receive such dividend on Parent Common Stock, then the Company shall be entitled to declare a special dividend of not more than $.23 per Company Common Share with respect to any post-effective amendment quarter to compensate such stockholders for such regularly quarterly dividend they would otherwise have received in respect of their Company Common Shares) and dividends paid by Subsidiaries of the Company in the ordinary course of business and consistent with past practice); (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (C) purchase, redeem or otherwise acquire any shares of its capital stock or those of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (ii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities, equity equivalent or convertible securities (other than the issuance of Company Common Shares upon the exercise of Company Stock Options outstanding on the date of this Agreement in accordance with their current terms and the issuance of shares pursuant to the Registration Statement becomes effective, Stock Option Agreement); (iii) of any SEC comment lettersamend its charter or organization documents; or amend its by-laws, and other than such amendments consented to in writing by Parent (which consent shall not be unreasonably withheld); (iv) acquire or agree to acquire, by merging or consolidating with, by purchasing a substantial portion of the assets of or equity in or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than (A) transactions that are in the ordinary course of business and consistent with past practice and not material to the Company and its Subsidiaries taken as a whole and (B) acquisitions for an aggregate consideration paid or payable by the Company and its Subsidiaries (valuing any non-cash consideration at its fair market value and any contingent payments at the maximum amount payable and treating any liabilities assumed as consideration paid) in an amount not to exceed $10 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets, other than (A) transactions that are in the ordinary course of business and consistent with past practice and not material to the Company and its Subsidiaries taken as a whole, (B) dispositions for an aggregate consideration paid or payable to the Company and its Subsidiaries (valuing any non-cash consideration, contingent payments and liabilities assumed as provided in clause (iv) above) in an amount not to exceed $10 million and (C) transactions between the Company and any wholly-owned Subsidiary of the Company or between one Subsidiary of the Company and another Subsidiary of the Company; (vi) incur any indebtedness for borrowed money or guarantee any such indebtedness, or make any loans, advances or capital contributions to, or other investments in, any other person, or retire any outstanding indebtedness for borrowed money, other than (A) borrowings or guarantees incurred in the ordinary course of business and consistent with past practice and (B) any loans, advances or capital contributions to, or other investments in, the Company or any majority-owned or 50% owned Subsidiary of the Company; (vii) enter into or adopt any Company Plan other than a Company Plan which is not material in the ordinary course of business consistent with past practices, or amend in any material respect any existing Company Plan, other than as required by law or in the ordinary course of business consistent with past practices; (viii) materially increase the compensation payable or to become payable to its officers or employees, except for increases in the ordinary course of business and consistent with past practice, or grant any severance or termination pay to, or enter into, or amend or modify, any employment, severance or consulting agreement with, any director or officer of the Company or any of its Subsidiaries, or, except in the ordinary course of business consistent with past practices, establish, adopt, enter into or, except as may be required to comply with applicable law or, except in the ordinary course of business consistent with past practices, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any request by director, officer or employee; (ix) violate or fail to perform any material obligation or duty imposed upon the SEC for any amendment or supplement to the Registration Statement Company or any prospectus relating thereto Subsidiary by any applicable federal, state, local, foreign or for additional information.provincial law, rule, regulation, guideline or ordinance; (2x) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; (xi) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (xii) acquire any shares of capital stock of Parent. The Company shall promptly deliver to Torchmark copies of the Registration Statement advise Parent orally and amendments thereto as filed with the SEC. The Company shall furnish to the Underwriters such number of copies in writing of any prospectus (including change or event having, or which would reasonably be expected to have, a Material Adverse Effect on the Company. Any transaction which is expressly permitted by this Section 4.1(b) to be engaged in or consummated by the Company or any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale Subsidiary of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required deemed otherwise prohibited by Section 4.2 or be deemed to qualify as constitute a foreign corporation or execute a general consent to service of process in any jurisdiction"Takeover Proposal" hereunder. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Date, the Company shall hereby represent and warrant to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of the Securities Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company shall not represent and warrant as to the information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically for use in the Registration Statement or any amendment or supplement thereto or any prospectus included therein. (6) On the Public Offering Date, the Company shall issue to the Underwriters such number of Shares as provided in the Underwriting Agreement.

Actions by the Company. (1a) The Company shall use all reasonable efforts hereby approves of and consents to have the Registration Statement declared effective as promptly as reasonably practicable Offer and will promptly notify Torchmark and confirm such advice in writingrepresents that, by unanimous vote, (i) when the Registration Statement has become effectiveCompany Board, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the consummation by the Company of the Transactions (to the extent contemplated to be completed by the Company), (ii) when any post-effective amendment to the Registration Statement becomes effectiveCompany Board, at a meeting duly called and held, duly adopted resolutions approving the Offer and the Merger, (iii) the Company Board, at a meeting duly called and held, duly adopted resolutions determining that the terms of any SEC comment lettersthe Offer and the Merger are fair to, and in the best interests of, the Company and the stockholders of the Company (the “Company Stockholders”), and (iv) of any request by the SEC for any amendment or supplement Company Board, at a meeting duly called and held, duly adopted resolutions recommending that the Company Stockholders accept the Offer and tender their Company Common Shares pursuant to the Registration Statement or any prospectus relating thereto or for additional information. Offer (2) The the “Company shall promptly deliver to Torchmark copies of the Registration Statement and amendments thereto as filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably requestBoard Recommendation”); provided, however, that the board of directors of the Company shall may withdraw, modify or amend the Company Board Recommendation if required by the fiduciary obligations of the Company Board. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation to the extent such Company Board Recommendation is not be required withheld or withdrawn in accordance the requirements of the fiduciary obligations of the Company Board. To the extent the foregoing recommendation has been withdrawn, amended or modified in accordance with the requirements of the fiduciary obligations of the Company Board, the Company hereby consents to qualify the inclusion of such recommendation, as a foreign corporation so amended or execute a general consent modified, in the Offer Documents. The Company represents that it has obtained all necessary consents to service permit the inclusion in its entirety of process the fairness opinion of Harpeth Capital, LLC in any jurisdictionthe Schedule 14D-9 (as defined below). (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5b) On the Public Offering Offer Commencement Date, the Company shall hereby represent file with the SEC and warrant (following or contemporaneously with the initial dissemination of the Offer Documents to Torchmark that holders of Company Common Shares to the Registration Statementextent required by applicable federal securities laws) disseminate to holders of Company Common Shares a Solicitation/Recommendation Statement on Schedule 14D−9 (together with any amendments or supplements thereto, the “Schedule 14D−9”) that, subject to fiduciary obligations of the Company Board, shall contain the Company Board Recommendation. To the extent the Company Board Recommendation has not been so withdrawn, modified or amended, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D−9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall: (i) promptly provide Parent and its counsel with a copy of any written comments and a description of any oral comments received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D−9, (ii) except with respect to any disclosure made relating to a withdrawal, modification or amendment of the Company Board Recommendation required by the fiduciary obligations of the Company Board, give Parent and its counsel a reasonable opportunity to review and comment on any response formulated in connection with such comments prior to the form declared effective by filing thereof with the SEC, and (iii) respond promptly to any amendment and supplement thereto and any prospectus included therein, will such comments. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the applicable provisions requirements of the Securities ActExchange Act and, on the date filed with the SEC and will on the date first published, sent or given to the Company Stockholders, shall not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no covenant is made by the Company with respect to information supplied by Parent or Sub for inclusion in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder: (A) each of Parent, Sub and the Company shall not represent and warrant as to the promptly correct any information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically it for use in the Registration Statement Schedule 14D−9 if such information shall have become false or misleading in any amendment material respect and (B) the Company shall take all steps necessary to cause the Schedule 14D−9, as supplemented or supplement thereto amended to correct such information, to be filed with the SEC. Parent and Sub shall promptly furnish to the Company all information concerning Parent or Sub that may be reasonably requested in connection with any prospectus included thereinaction contemplated by this Section 1.3(b). To the extent requested by the Company, Parent shall cause the Schedule 14D−9 to be mailed or otherwise disseminated to the Company’s Stockholders together with the Offer Documents disseminated to the Company’s Stockholders. (6c) On In connection with the Public Offering DateOffer, the Company shall issue instruct its transfer agent to furnish to Sub a list, as of the most recent practicable date, of the record holders of Shares and their addresses, as well as mailing labels containing such names and addresses. The Company will furnish Sub with such additional information (including any security position listings in the Company’s possession or reasonably obtainable by the Company) and assistance as Sub may reasonably request for purposes of communicating the Offer to the Underwriters such number record holders and beneficial holders of Shares as provided Company Common Shares. All information furnished in accordance with this Section 1.3(c) shall be held in confidence by Parent and Sub in accordance with the Underwriting requirements of the Confidentiality Agreement, and shall be used by Parent and Sub only in connection with the communication of the Offer and the dissemination of any notice of the consummation of the Merger to the holders of Shares.

Actions by the Company. (1) The Whenever the Investors have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall take the actions specified below, when applicable, and shall otherwise use all its reasonable commercial efforts to have effect the registration and sale of such Registrable Securities in accordance with the intended method of disposition thereof (and in compliance with all applicable rules and regulations of the SEC and other Applicable Law, including with respect to corporate governance). Without limiting the generality of the foregoing, the Company will, as expeditiously as possible: (a) prepare and (within 90 days after receipt by the Company of the Initial Registration Request, Follow On Registration Request or a Short Form Registration Request) file a Registration Statement declared with respect to such Registrable Securities, make all other required filings, and thereafter use its reasonable commercial efforts to cause such Registration Statement to become effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writingpracticable, (i) when the Registration Statement has become effectiveprovided, (ii) when any post-effective amendment to the Registration Statement becomes effective, (iii) of any SEC comment letters, and (iv) of any request by the SEC for any amendment or supplement to the that before filing a Registration Statement or any prospectus relating thereto amendments or for additional information.supplements thereto, the Company will furnish to the Investors and the Investors’ counsel copies of all such documents, such counsel shall have a reasonable opportunity to review and comment on such documents before they are filed, and the Investors shall have the opportunity to object to any information pertaining to the Investors that is contained therein, and the Company will make any changes reasonably requested by the Investors with respect to such information prior to filing any such documents; (2b) The Company shall promptly deliver prepare and file with the SEC such amendments and post-effective amendments and supplements to Torchmark such Registration Statement as may be necessary to keep such Registration Statement effective for a period of 90 days from the date of effectiveness thereof, or such shorter period as will terminate when all of the securities covered by such Registration Statement have been sold by the Investor set forth in such Registration Statement, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement; (c) furnish copies of the Registration Statement and amendments thereto as all documents proposed to be filed with the SEC. The Company SEC in connection with such registration to (i) counsel selected by the Investors, and which counsel may or may not be counsel to the Company, and (ii) the Investors (or in the case of the initial filing of a registration statement, within five Business Days of such initial filing) and such documents shall be subject to the review of such counsel; (d) furnish to the Underwriters Investors, without charge, such number of copies of any prospectus (such Registration Statement and each amendment and supplement thereto, including any each preliminary prospectus) , final prospectus, all exhibits of documents filed therewith and such other documents as such Underwriters the Investors may reasonably request in order to effect facilitate the offering and sale disposition of any Shares being offered and sold pursuant to such Registration Statement.the Registrable Securities owned by the Investors; (3e) The Company shall subject to Section 5.1, use its reasonable commercial efforts to register or qualify not later than the effective date of the Registration Statement the Shares registered thereunder such Registrable Securities under the "such other securities or blue sky" sky laws of such states jurisdictions as the Underwriters Investors reasonably request and do any and all other acts and things which may reasonably request; be necessary to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Investors, provided, however, that the Company shall will not be required to (i) qualify as a foreign corporation to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or execute a general (iii) consent to general service of process in any such jurisdiction.; (4f) The Company shall enter into customary agreements (including use its reasonable commercial efforts to cause all Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies as may be necessary to enable the Underwriting Agreement) and take all other customary and appropriate actions in order Investors to expedite or facilitate consummate the disposition of Shares subject to such Registrable Securities in accordance with the Registration Statement.intended method or methods of disposition thereof; (5g) On promptly notify the Public Offering DateInvestors, the Company shall hereby represent and warrant at any time when a prospectus relating thereto is required to Torchmark that the Registration Statement, in the form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, prepare and furnish to the Investors a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state a material any fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading; provided that ; (h) notify the Company shall not represent and warrant as to the information provided in writing by or on behalf of Torchmark which either Investors (i) related when the prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to Torchmarksuch Registration Statement or any post-effective amendment, Torchmark's Businesswhen the same has become effective, (ii) of any request by the SEC for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose and (iv) of its operations receipt of notice of the suspension of the qualification of such securities for offering or sale in any jurisdiction in which securities are being offered or are proposed to be offered, or of the institution of any proceedings for any of such purposes; (i) use its relationship reasonable commercial efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, use its reasonable commercial efforts to cause all such Registrable Securities to be listed on the BMFBovespa or the NYSE; (j) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of, or date of final receipt for, such Registration Statement; (k) enter into such customary agreements (including underwriting agreements with customary provisions) and take all such other actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (l) make reasonably available for inspection by the Investors, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Investors or any such underwriter, all financial and other records, pertinent corporate documents and documents relating to the business of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Investors or any such underwriter, attorney, accountant or agent in connection with such Registration Statement, provided, that the Investors shall use their commercially reasonable efforts to (i) cause each such underwriter, attorney, accountant or other agent to enter into a confidentiality agreement in form and substance customary for such transaction and otherwise reasonably acceptable to the Company and (ii) was furnished specifically minimize the disruption to the Company’s business in connection with the foregoing; (m) otherwise use its reasonable commercial efforts to comply with all applicable rules and regulations of applicable securities regulations; (n) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of its receipt of notice of any order suspending or preventing the use of any related prospectus or ceasing trading or suspending the qualification of any securities included in such Registration Statement for sale in any jurisdiction in which such securities are being offered or are proposed to be offered, the Company will use its reasonable commercial efforts to promptly obtain the withdrawal of such order; (o) take such other actions as the Investors or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, preparing for and participating in such customary number of “road shows” and all such other customary selling efforts as the underwriters reasonably request in order to expedite or facilitate such disposition (subject to such requests being made upon reasonable prior notice and subject to reasonable scheduling and reasonable locations); (p) provide customary comfort letters, addressed to the underwriters, dated the date of the underwriting agreement for such offering and brought down to the closing date of such offering, signed by the Company’s independent public accountants who have issued an audit report on the Company’s financial statements included in the Registration Statement in customary form and covering such matters of the type customarily covered by accountants’ comfort letters; (q) provide legal opinions of the Company’s outside counsel, addressed to the underwriters, dated the date of the closing of the underwriting agreement for such offering, in customary form and covering such matters of the type customarily covered by legal opinions of such nature; and (r) furnish to the Investors and the underwriters such information and assistance as they may reasonably request in connection with customary “due diligence” investigations. As a condition to its registration of Registrable Securities of the Investors, the Company may require the Investors to furnish to the Company such information regarding the Investors, ownership of the Investors, their ownership of Registrable Securities and the disposition of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by law in connection therewith. The Investors agree to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to such Company by the Investors complete and correct in all material respects. The Company agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement thereto or any prospectus included therein. (6) On the Public Offering Date, the Company shall issue to the Underwriters prospectus used in connection therewith, which refers to any Investor by name, or otherwise identifies any Investor as the holder of any Registrable Securities, without the consent of the Investors, such number of Shares as provided in the Underwriting Agreementconsent not to be unreasonably withheld, delayed or conditioned, unless such disclosure is required by law.

Actions by the Company. (1a) The Company shall use all reasonable efforts to have the Registration Statement declared effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any post-effective amendment Subject to the Registration Statement becomes effectiveterms and conditions of this Agreement, (iii) the Company hereby approves of any SEC comment letters, and (iv) of any request by the SEC for any amendment or supplement consents to the Registration Statement or any prospectus relating thereto or for additional informationOffer and each of the other transactions contemplated by this Agreement. (2b) The Company shall promptly deliver to Torchmark copies of On the Registration Statement and amendments thereto as date the Offer Documents are filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may , if practicable, and otherwise reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Datepromptly thereafter, the Company shall hereby represent file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (as amended from time to time, the “Schedule 14D-9”) and warrant shall mail the Schedule 14D-9 together with the Offer Documents as required by applicable federal securities Laws to Torchmark that the Registration Statement, in the holders of shares of Company Common Stock. The Schedule 14D-9 shall comply as to form declared effective by the SEC, and any amendment and supplement thereto and any prospectus included therein, will comply in all material respects with the applicable provisions of the Securities Exchange Act, . The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent prior to the filing thereof with the SEC for review and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, comment by Parent and its counsel (except in the light case of any amendment to the circumstances under which they were madeSchedule 14D-9 relating to a Company Acquisition Proposal or an Adverse Recommendation Change). Each of Parent, not misleading; provided that Merger Sub and the Company shall not represent and warrant as to the promptly correct any information provided in writing by or on behalf of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically it for use in the Registration Statement Schedule 14D-9 if and to the extent that such information has become false or misleading in any amendment material respect, and the Company shall take all steps necessary to amend or supplement thereto the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company shall provide Parent and its counsel in writing with a copy of any prospectus included thereinwritten comments and telephonic notification of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, shall consult with Parent and its counsel prior to responding to any such comments and shall provide Parent and its counsel with a copy of any written response and telephonic notification of any oral response of the Company or its counsel to the SEC (except where such comments or response pertain to an amendment to the Schedule 14D-9 relating to a Company Acquisition Proposal or an Adverse Recommendation Change). (6c) On the Public Offering DateExcept as expressly permitted in accordance with Section 8.03(b), the Company shall issue include in the Schedule 14D-9 (i) the Company Board Recommendation as it pertains to the Underwriters Offer and (ii) a copy of the written opinion of the Financial Advisor as described in Section 5.24 of this Agreement. (d) In connection with the Offer, the Company shall instruct its transfer agent to furnish to Merger Sub promptly mailing labels containing the names and addresses of all record holders of Company Common Stock, each as of a recent date and of those persons becoming record holders subsequent to such number date, together with copies of Shares as provided all lists of stockholders, mailing label security position listings, computer files and all other information in the Underwriting Company’s possession or control regarding the record holders and beneficial owners of Company Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company Stockholders. Subject to applicable Laws, rules and regulations, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the transactions contemplated by this Agreement, the Buyer Parties shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the transactions contemplated by this Agreement and, if this Agreement is terminated, shall deliver to the Company or destroy all copies of such information then in their possession and shall certify to the Company in writing that they have complied with this Section 2.02.

Actions by the Company. (1) The If the Escrow Triggering Event shall occur, then on the Closing Date, the Company shall use all reasonable efforts will execute the Escrow Agreement and deposit the Escrowed Funds with the Escrow Agent and, as conditions to have the Registration Statement declared effective as promptly as reasonably practicable and will promptly notify Torchmark and confirm such advice in writingrelease of the Escrowed Funds on the Escrow Release Date, satisfy or effect the following: (i) when On or prior to the Registration Statement has become effectiveEscrow Release Date, the Company, the Guarantors, Triad and the Triad Guarantors and their respective subsidiaries shall, in all material respects and in a manner consistent with disclosure in the General Disclosure Package and the Final Offering Circular, execute and perform all agreements, documents, instruments, transactions and other obligations contemplated by the Transaction Documents, including (x) the consummation of the Merger and (y) the entry into the Credit Agreement; (ii) when any post-effective amendment On or prior to the Registration Statement becomes effectiveEscrow Release Date, the Company will make available to the Purchasers, true and correct copies of all Transaction Documents in the form originally executed; (iii) of any SEC comment letters, and (iv) of any request by the SEC for any amendment or supplement to the Registration Statement or any prospectus relating thereto or for additional information. (2) The Company shall promptly deliver to Torchmark copies of the Registration Statement and amendments thereto as filed with the SEC. The Company shall furnish to the Underwriters such number of copies of any prospectus (including any preliminary prospectus) as such Underwriters may reasonably request in order to effect the offering and sale of any Shares being offered and sold pursuant to such Registration Statement. (3) The Company shall use its reasonable efforts to qualify not later than the effective date of the Registration Statement the Shares registered thereunder under the "blue sky" laws of such states as the Underwriters may reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (4) The Company shall enter into customary agreements (including the Underwriting Agreement) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Shares subject to the Registration Statement. (5) On the Public Offering Escrow Release Date, the Company shall hereby represent deliver to the Purchasers an opinion and warrant to Torchmark that such other documents, dated the Registration StatementEscrow Release Date, in each case, in form and substance reasonably satisfactory to the form declared effective by Representatives with respect to matters relating to Triad and the SECTriad Guarantors; (iv) On the Escrow Release Date, the Purchasers shall have received from Triad and any amendment the Triad Guarantors, among other documents and supplement thereto certificates as the Purchasers shall reasonably request from each of them, Secretary’s Certificates reasonably satisfactory to the Purchasers, which shall include the following documents with respect to each of Triad and any prospectus included thereinthe Triad Guarantors: (a) certificates of incorporation, will comply in all material respects with the applicable provisions (b) by-laws, (c) resolutions of the Securities Act, Board of Directors of Triad and will not contain an untrue statement each Triad Guarantor and (d) certificates of good standing from the jurisdiction of incorporation or organization of Triad and each such Triad Guarantor; and (v) The Purchasers shall have received a material fact or omit to state a material fact copy of the officer’s certificate required to be stated therein or necessary to make delivered under the statements therein, in the light terms of the circumstances under which they were made, not misleading; provided that the Company shall not represent and warrant Escrow Agreement as a condition to the information provided in writing by or on behalf release of Torchmark which either (i) related to Torchmark, Torchmark's Business, its operations or its relationship with the Company, or (ii) was furnished specifically for use in the Registration Statement or any amendment or supplement thereto or any prospectus included thereinEscrowed Funds. (6) On the Public Offering Date, the Company shall issue to the Underwriters such number of Shares as provided in the Underwriting Agreement.